Katapult Holdings, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share KPLT The Nasdaq Stock Marke
• $1,000 — referred Stock") at a purchase price of $1,000 per share, resulting in total gross pro
• $35.0 million — total gross proceeds to the Company of $35.0 million (the "Series A Issuance") and has used
• $12.32 — Series A Convertible Preferred Stock is $12.32 and if the Purchaser were to convert al
• $30.0 million — total gross proceeds to the Company of $30.0 million (the "Series B Issuance", and together
• $11.39 — Series B Convertible Preferred Stock is $11.39 and if the Purchaser were to convert al
• $35.0 m — total gross proceeds to the Company of $35.0 million, and (b) a Series B investment ag
• $65.0 million — ds from the Preferred Stock Issuance of $65.0 million. The transaction simultaneously signed

Filing Documents

• dp236791_8k.htm (8-K) — 104KB
• dp236791_ex0301.htm (EX-3.1) — 350KB
• dp236791_ex0302.htm (EX-3.2) — 360KB
• dp236791_ex1001.htm (EX-10.1) — 981KB
• dp236791_ex1002.htm (EX-10.2) — 197KB
• dp236791_ex1003.htm (EX-10.3) — 206KB
• dp236791_ex1004.htm (EX-10.4) — 200KB
• dp236791_ex1005.htm (EX-10.5) — 202KB
• dp236791_ex1006.htm (EX-10.6) — 58KB
• dp236791_ex1007.htm (EX-10.7) — 48KB
• image_001.gif (GRAPHIC) — 1KB
• image_002.gif (GRAPHIC) — 1KB
• 0000950103-25-014154.txt ( ) — 3434KB
• kplt-20251103_def.xml (EX-101.DEF) — 26KB
• kplt-20251103_lab.xml (EX-101.LAB) — 36KB
• kplt-20251103_pre.xml (EX-101.PRE) — 25KB
• kplt-20251103.xsd (EX-101.SCH) — 4KB
• dp236791_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As described in greater detail below, on November 3, 2025, Katapult Holdings, Inc., a Delaware corporation (the "Company"), entered into the following agreements and closed the transactions contemplated thereunder: Series A Investment Agreement (as defined below) pursuant to which the Company issued and sold to HHCF Series 21 Sub, LLC, a Delaware limited liability company and subsidiary of Hawthorn Horizon Credit Fund, LLC (the "Purchaser"), an aggregate of 35,000 shares of a newly created series of the Company's preferred stock, par value $0.0001 per share, designated as "Series A Convertible Preferred Stock" (the "Series A Convertible Preferred Stock") at a purchase price of $1,000 per share, resulting in total gross proceeds to the Company of $35.0 million (the "Series A Issuance") and has used the net proceeds from the Series A Issuance to repay in full the Company's term loan and for certain other agreed purposes. The initial conversion price of the Series A Convertible Preferred Stock is $12.32 and if the Purchaser were to convert all of its shares of Series A Convertible Preferred Stock to Company's common stock, par value $0.0001 per share (the "Common Stock"), the Purchaser would beneficially own an aggregate of 2,840,910 shares of Common Stock representing approximately 28.3% of the issued and outstanding Common Stock, subject to the Ownership Limitation (as defined below). Series B Investment Agreement (as defined below) pursuant to which the Company has issued and sold to the Purchaser an aggregate of 30,000 shares of a newly created series of the Company's preferred stock, par value $0.0001 per share, designated as "Series B Convertible Preferred Stock" (the "Series B Convertible Preferred Stock" and together with the Series A Convertible Preferred Stock, the "Preferred Stock") at a purchase price of $1,000 per share, resulting in total gross proceeds to the Company of $30.0 million (the "Serie

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. As described in Item 1.01 above, pursuant to the Investment Agreements, the Company issued and sold to the Purchaser an aggregate of 65,000 shares of Preferred Stock. A summary of the rights, preferences and privileges of the Preferred Stock is set forth in Item 1.01. Each share of Series A Convertible Preferred Stock issued to the Purchaser pursuant to the Series A Investment Agreement has the powers, designations, preferences, and other rights of the Series A Convertible Preferred Stock as are set forth in the Series A Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Each share of Series B Convertible Preferred Stock issued to the Purchaser pursuant to the Series B Investment Agreement has the powers, designations, preferences, and other rights of the Series B Convertible Preferred Stock as are set forth in the Series B Certificate of Designations, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 1.01 above is incorporated into this Item 3.03 by reference.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. As described in Item 1.01 above, pursuant to the Investment Agreements, the Company issued and sold to the Purchaser shares of Preferred Stock. The offer and sale of the shares of Preferred Stock through the Investment Agreements were made in reliance an exemption from registration under the Securities Act of

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