Leafly issues CEO 100M-vote Series A Preferred to sway reverse split vote; quorum reduced to 1/3

Leafly Holdings, Inc. /DE

Issued 1 share of Series A Preferred to CEO Yoko Miyashita for $100 with 100M votes on reverse split proposals only.
Series A Preferred votes mirror common stock votes (excluding non-votes); no vote unless 1/3 of common present.
Board reduced stockholder meeting quorum from majority to one-third of voting power.
Director Alan Pickerill resigned effective April 1, 2025, not due to any disagreement.
Series A Preferred is non-convertible, non-dividend, redeemable at $100 after reverse split approval or Board order.

item 1.01 item 5.03 item 3.02 item 3.03 item 5.02 item 9.01

Executive movements

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Departed

Alan Pickerill

Director

Leafly Holdings, Inc. /DE

Effective: 2025-04-01
Filed: April 7, 2025, 7:59 PM ET

Alan Pickerill resigned from the Board of Directors of the Company.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Alan Pickerill resigned as Director at Leafly Holdings, Inc. /DE.

Action: resigned
Role: Director

Exact text from the filing

Alan Pickerill resigned from the Board of Directors of the Company.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Leafly Holdings, Inc. /DE: Filed Certificate of Designation designating one share of Series A Preferred Stock with specific voting, dividend, liquidation, and redemption rights (effective 2025-04-01).

Change: charter amendment
Effective: 2025-04-01

Exact text from the filing

On April 1, 2025, the Company filed a Certificate of Designation of Series A Preferred Stock (the “ Series A Certificate of Designation ”) with the Secretary of State of the State of Delaware.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Leafly Holdings, Inc. /DE: Reduced quorum requirement for stockholder meetings from a majority to one third of the voting power of all outstanding shares (effective 2025-04-01).

Change: bylaw amendment
Effective: 2025-04-01

Exact text from the filing

Effective April 1, 2025, the Board of Directors of the Company amended the Company’s Amended and Restated Bylaws (“ Bylaws ”) to reduce the quorum requirement for a meeting of stockholders from a majority of the voting power of all outstanding shares of capital stock to one third of the voting power of all outstanding shares of capital stock.

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Source: SEC EDGAR

accession 0000950170-25-051580

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