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): July 1, 2024 |
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-13458 |
84-0920811 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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720 S. Colorado Blvd, PH N Denver, Colorado |
80246 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (303) 373-4860 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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None |
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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).
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On July 1, 2024, the Company issued a press release. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the 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 such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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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.
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SCOTT’S LIQUID GOLD-INC. |
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Date: |
July 1, 2024 |
By: |
/s/ David M. Arndt |
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David M. Arndt |
EXHIBIT 99.1
Scott’s Liquid Gold-Inc. Provides Update on Previously Announced Transaction with
Horizon Kinetics LLC and related Corporate Actions
Denver, Colo., July 1, 2024 — (Business Wire) — Scott’s Liquid Gold-Inc. (“Scott’s” or the “Company”) (OTC: SLGD) today provided an update on its previously announced transaction with Horizon Kinetics LLC (“Horizon Kinetics”) and its 1-for-20 reverse stock split, reincorporation, name change and change in ticker symbol (collectively, the “Transactions”). The Company and Horizon Kinetics have postponed the closing of the Transactions to ensure a smooth transition in trading of the Company’s stock, which, immediately after closing, is expected to trade on a post-reverse split basis under a new name and ticker symbol. The Company will update the market once it has confirmed the closing date.
The Company currently expects its legacy shareholders to own between approximately 3.3% and 3.8% of the pro forma combined company, which is within the range disclosed in the Company’s previously filed definitive proxy statement.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the merger with Horizon Kinetics, including the expected closing date. All statements other than statements of historical facts contained herein, including statements on the anticipated effective date of the merger, reverse stock split, reincorporation, name change and ticker symbol change, statements on the anticipated percentage ownership by the Company’s legacy shareholders, and other statements regarding our, Horizon Kinetics’ or the combined company’s future financial position and results of operations, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, Horizon Kinetics, or the combined company, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs as a combined company.
Important factors that could cause actual results to differ from those in the forward-looking statements include: the possibility that the merger does not close, or does not close in a timely manner; the possibility that the ultimate ownership percentage of the legacy shareholders falls outside of the range disclosed herein, the possibility that anticipated benefits from the merger will not be realized, or will not be realized within the expected time period; and disruption from the merger making it more difficult to maintain business and operational relationships; among other risks.
Further information on risks we face is contained in our filings with the SEC, including our Form 10-K for the fiscal year ended December 31, 2023 and our Form 10-Q for the fiscal quarter ended March 31, 2024, and the definitive proxy statement dated May 13, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
About Horizon Kinetics LLC
Horizon Kinetics LLC, through its subsidiary investment manager, Horizon Kinetics Asset Management LLC, is an investment advisory firm with approximately $7.1 billion assets under management as of March 31, 2024. Horizon Kinetics provides independent proprietary research and investment advisory services for long-only and alternative value-based investing strategies. The firm has offices in New York City, White Plains, New York, and Summit, New Jersey. For more information, please visit http://www.horizonkinetics.com.
About Scott’s Liquid Gold-Inc.
Scott’s Liquid Gold-Inc. exists to positively impact consumers’ lives in the markets it serves while creating shareholder value. Scott’s develops, markets, and sells high-quality, high-value household products to mass merchandisers, supermarkets, hardware stores, and e-commerce retailers. For more information, please visit http://www.slginc.com.
Investor Relations Contact:
David Arndt
President & Chief Financial Officer
303.576.6027