On April 1, 2021, Mohawk Group Holdings, Inc. (the Company) held a Special Meeting of Stockholders (the Special Meeting). At the
Special Meeting, a total of 15,533,054 shares, or 52.62% of the Companys common stock issued and outstanding as of March 11, 2021, the record date for the Special Meeting, were represented at the Special Meeting online or by proxy.
At the Special Meeting, the Companys stockholders considered eight proposals, which are described in more detail in the Companys definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2021.
Set forth below is a brief description of the matters
voted upon at the Special Meeting and the voting results with respect to such matters. In accordance
with Nasdaq Listing Rules 5635(a) and 5635(d), the affirmative vote of the holders of a majority in voting power of the votes cast at the Special
Meeting by the holders entitled to vote thereon, excluding (1) the 1,387,759 shares of the Companys common stock issued to Healing Solutions, LLC (the Healing Solutions Shares) on February 2, 2021 pursuant to the Asset
Purchase Agreement, dated February 2, 2021, by and among the Company, Truweo, LLC, Healing Solutions, LLC, Jason R. Hope and, for purposes of certain sections thereof, Super Transcontinental Holdings, LLC, and (2) the 980,000 shares of the
Companys common stock issued to High Trail Investments SA, LLC on February 9, 2021 pursuant to the exercise of the Warrant to Purchase Common Stock, dated December 1, 2020 (the High Trail Shares and, together with the
Healing Solutions Shares, the Excluded Shares), was required for approval of each of Proposal Nos. 1 through 6. Accordingly, the voting results for Proposal Nos. 1 through 6 below exclude the Excluded Shares.
Proposal No.
1:
To approve, as required by and in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares
of the Companys common stock pursuant to the Senior Secured Note Due 2022.
For
Against
Abstain
13,131,858
20,118
13,319
Proposal No.
2:
To approve, as required by and in accordance with Nasdaq Listing Rules 5635(a) and
5635(d), the issuance of shares of the Companys common stock pursuant to the Senior Secured Note Due 2023.
For
Against
Abstain
13,131,907
20,325
13,063
Proposal No.
3:
To approve, as required by and in accordance with Nasdaq Listing Rules 5635(a) and
5635(d), the issuance of up to 469,931 shares of the Companys common stock upon exercise of the Warrant to Purchase Common Stock, dated February 2, 2021.
For
Against
Abstain
13,131,645
20,486
13,164
Proposal No.
4:
To approve, as required by and in accordance with Nasdaq Listing Rules 5635(a) and
5635(d), the issuance of up to 1,016,912 shares of the Companys common stock pursuant to the Asset Purchase Agreement, dated February 2, 2021, by and among the Company, Truweo, LLC, Healing Solutions, LLC, Jason R. Hope and, for purposes
of certain sections thereof, Super Transcontinental Holdings, LLC, including pursuant to certain consulting agreements entered into in connection therewith.
For
Against
Abstain
13,133,443
18,560
13,292
Proposal No.
5:
To approve, as required by and in accordance with Nasdaq Listing Rules 5635(a) and
5635(d), the issuance of up to 750,000 shares of the Companys common stock upon exercise of the Warrant to Purchase Common Stock, dated February 9, 2021.
For
Against
Abstain
13,131,596
20,430
13,269
Proposal No.
6:
To approve, as required by and in accordance with Nasdaq Listing
Rules 5635(a) and 5635(d), the issuance of shares of the Companys common stock pursuant to a senior secured note and upon exercise of a warrant to purchase common stock that may be issued in connection with a refinancing of the Senior Secured
Note Due 2022 and the Senior Secured Note Due 2023.
For
Against
Abstain
13,128,681
24,170
12,444
Proposal No.
7:
To approve the issuance of up to $100.0 million of securities in one or more
non-public
offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 20% below the market price of the Companys common stock in accordance with Nasdaq
Listing Rules 5635(b) and 5635(d).
For
Against
Abstain
15,026,382
496,734
9,938
Proposal No.
8:
To approve the adjournment of the Special Meeting, if necessary, to solicit
additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the other proposals.
For
Against
Abstain
15,481,080
27,185
24,789
Although Proposal 8 was approved, the adjournment of the Special Meeting was not necessary because the Companys
stockholders approved Proposal Nos.
1-7.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
MOHAWK GROUP HOLDINGS, INC.
Date: April 2, 2021
By:
/s/ Yaniv Sarig
Name: Yaniv Sarig
Title:
President and Chief Executive Officer
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Other recent filings from the company include the following:
Mohawk Group Holdings: Aterian Reports First Quarter 2022 Results - May 9, 2022