Forge Global Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$FRGE
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2025
(Exact name of registrant as specified in its charter)
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4 Embarcadero Center Floor 15 (Address of principal executive offices) | (Zip Code) | ||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting of Stockholders of Forge Global Holdings, Inc. (the “Company”) held on March 27, 2025 (the “Special Meeting”), the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio ranging from 1-for-3 to 1-for-50, inclusive, with such ratio to be determined at the discretion of the Company’s Board of Directors and with such reverse stock split to be effected at such time and on such date as determined by the Board of Directors in its sole discretion (but in no event later than March 27, 2026) (the “Reverse Stock Split Proposal”).
The proposal is described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 27, 2025.
The number of shares of Common Stock entitled to vote at the Special Meeting was 187,950,972. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 138,518,215.
At the Special Meeting, the Company’s stockholders approved the Reverse Stock Split Proposal. The results of the voting included 136,603,251 votes for, 1,764,071 votes against and 150,893 votes abstained. There were no broker non-votes regarding this proposal.
Item 7.01 Regulation FD Disclosure.
On March 31, 2025, the Company issued a press release announcing that its Board of Directors approved a 1-for-15 reverse stock split of its Common Stock to be effective 12:01 a.m., Eastern Time, on April 14, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Forge Global Holdings, Inc. | ||||||||
| Date: March 31, 2025 | By: | /s/ Kelly Rodriques | ||||||
| Name: | Kelly Rodriques | |||||||
| Title: | Chief Executive Officer | |||||||