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Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

NOTE 18 — Subsequent Events

Series A Preferred Stock

On April 1, 2025, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Yoko Miyashita (“Purchaser”), the Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), to the Purchaser for a purchase price of $100.00. The Series A Preferred has no voting rights except for the right to cast 100,000,000 votes, together with the common stock as a single class, with respect to the reverse stock split proposal discussed

below and such 100,000,000 votes must be cast in the same proportion as shares of common stock of the Company are voted (excluding any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes or otherwise) on such proposal;

The share of Series A Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company and is not entitled to receive dividends. The outstanding share of Series A Preferred will be redeemed in whole, but not in part, for a redemption price of $100.00 automatically immediately following the approval by the stockholders of the Company of a reverse stock split proposal.

Reverse Stock Split Proposal

 

On May 9, 2025, the Company filed a definitive proxy statement submitting to its stockholders for approval at its annual meeting, an amendment (the “Amendment”) to Leafly’s Second Amended and Restated Certificate of Incorporation, as amended, to effect (i) a reverse stock split (the “Reverse Stock Split”) of Leafly’s common stock issued and outstanding or held in treasury at a ratio of between 1 for 200 and 1 for 500, with the final ratio to be set in the discretion of the Board of Directors, without further stockholder approval, and (ii), contemporaneously with the Reverse Stock Split, a reduction to the number of shares of authorized common stock from 200,000,000,000 to 5,000,000 and authorized preferred stock from 5,000,000 to 1,000,000 (the “Authorized Share Reduction”). If the Reverse Stock Split is approved and implemented, it is intended to reduce the number of the Company’s record holders to a number that would permit the Company to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. Any fractional shares resulting from the reverse stock split will be redeemed by the Company for cash in the amount of $0.28 per pre-split share. On May 9, 2025, there were 432 holders of record of Leafly common stock and 3,137,382 outstanding shares.