Submission of Matters to a Vote of Security Holders


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 Company’s 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 Company’s stockholders considered eight proposals, which are described in more detail in the Company’s 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 Company’s 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
Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s
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


 




makes a similar move, sign up!

Other recent filings from the company include the following:

Mohawk Group Holdings: Aterian Reports First Quarter 2022 Results - May 9, 2022

Auto Refresh

Feedback