MoneyLion Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 10, 2025, MoneyLion Inc. (the “Company”) convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 10, 2024, by and among the Company, Gen Digital Inc., a Delaware corporation (“Gen Digital”), and Maverick Group Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Gen Digital (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Gen Digital. As a result of the Merger, the Company will no longer be publicly held. The Company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
There were 11,305,744 shares of common stock (excluding treasury shares), par value $0.0001 per share, of MoneyLion (the “MoneyLion common stock”), issued and outstanding as of February 11, 2025, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 8,806,579 shares of MoneyLion common stock were present or represented by proxy, representing approximately 77.89% of the total outstanding shares of MoneyLion common stock as of the Record Date, which constituted a quorum.
At the Special Meeting, the following proposal was voted upon (which is described in greater detail in the definitive proxy statement filed by MoneyLion with the Securities and Exchange Commission on March 5, 2025 (the “Proxy Statement”)):
Proposal 1 – The Merger Agreement Proposal: To adopt the Merger Agreement.
The proposal was approved by the requisite vote of MoneyLion’s stockholders. Because the proposal was approved, a vote on the adjournment proposal described in the Proxy Statement was not necessary. A summary of the voting results for the proposal is set forth below.
Proposal 1 – Merger Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,557,901 | 1,228,186 | 20,492 | -0- |
The Merger is expected to close on April 17, 2025.
Item 8.01 Other Events.
On April 10, 2025, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
| 99.1 | Press Release, dated April 10, 2025. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
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.
Date: April 10, 2025
| MONEYLION INC. | ||
| By: | /s/ Richard Correia | |
| Richard Correia | ||
| President, Chief Financial Officer and Treasurer | ||