LFLYW Leafly Holdings Inc

 

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): May 1, 2024

 

 

Leafly Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39119	84-2266022
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
113 Cherry Street PMB 88154
Seattle, Washington				98104-2205
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (206) 455-9504

 

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LFLY		The Nasdaq Stock Market LLC
Warrants		LFLYW		The Nasdaq Stock Market LLC

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 ☒

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. ☐

 

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

On May 7, 2024, Leafly Holdings, Inc. (the “Company”) and each of the holders (each a “Holder” and collectively, the “Holders”) of that certain global note representing 8.00% Convertible Senior Notes due 2025 between the Company, Ankura Trust Company, as agent, and Continental Stock Transfer & Trust Company, as authentication agent, dated February 4, 2022 (the “Note”) executed a notice of conversion and consent (the “Notice”) to effect a temporary and limited adjustment to the conversion price under the Note. Pursuant to the Notice, the conversion price under the Note shall be equal to the dollar amount that is 5% less than the last reported sale price of the Company’s Common Stock on the trading day prior to the date of the Notice, or $2.8405 (the “Conversion Price Adjustment”). The Conversion Price Adjustment is available for a period of five business days from the date of the Notice or until conversion requests for up to an amount resulting in the issuance of an aggregate of 96,813 shares are received, whichever is earlier. On May 7, 2024, one Holder confirmed their intent to tender a conversion request for $275,000 at the Conversion Price Adjustment, which will result in the issuance of an aggregate of 96,813 shares of Common Stock and a corresponding reduction in the outstanding amount of the Note of $275,000. Following such tender and in accordance with the terms of the Notice, the Conversion Price Adjustment will be terminated.

The Company shall pay applicable accrued interest payable and owing on the converted amount through the effective date of the conversion in accordance with the terms of the Note in cash on the next interest payment date as provided in the Note.

Except as set forth above, the terms of the Note remain the same.

The foregoing summary of the Notice is qualified in its entirety by reference to the Notice, which is attached as Exhibit 10.1 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 1, 2024, Peter Lee, age 47, entered into an offer letter with the Company to serve as President and Chief Operating Officer of the Company on at-will basis.

Mr. Lee has served as a member of the Board of Directors (the “Board”) of the Company since February 4, 2022. Mr. Lee served as Merida Merger Corp. I’s (“Merida”) President from August 2019 until February 4, 2022, and Merida’s Chief Financial Officer, Secretary and a member of Merida’s board of directors from September 2019 until February 4, 2022. Mr. Lee has spent more than 20 years as an investment professional in both public markets and private equity. Since April 2018, Mr. Lee has been an independent investor and consultant. From 2011 to April 2018, he co-founded and was a Managing Partner at Sentinel Rock Capital, LLC, a long/short equity oriented hedge fund. Prior to this, from 2009 to 2011, he was an Analyst and a Partner at Spring Point Capital, a long/short equity oriented hedge fund. From 2007 to 2009, he was the sector head for financial services and retail industries at Blackstone Kailix, the long/short equity hedge fund business of The Blackstone Group. From 2005 to 2007, he was an analyst at Tiger Management evaluating public investments. Mr. Lee joined Tiger Management after receiving his MBA. Earlier, Mr. Lee focused on growth private equity investing in financial services and financial technology companies as a senior associate at J.H Whitney & Company from 2000 to 2002 and an associate at Capital Z Partners from 1999 to 2000. Mr. Lee began his career in 1997 as an analyst at Morgan Stanley Capital Partners, the private equity investment fund of Morgan Stanley. Mr. Lee received a B.S. in Business Administration from the University of California at Berkeley Haas School of Business and an MBA from Stanford Graduate School of Business.

The offer letter provides for a base salary of $450,000, a one-time cash signing bonus of $187,500, and an annual incentive award of up to 60% of his then base salary, which may be awarded in cash and/or equity at the discretion of the Board’s Compensation Committee. Mr. Lee is eligible to receive equity incentive compensation awards, at the discretion of the Compensation Committee, pursuant to the Company’s equity incentive compensation plans and programs in effect from time-to-time. Mr. Lee is eligible to participate in the employee benefit plans generally available to the Company’s employees.

Mr. Lee will remain on the Board. The Board has determined that Mr. Lee will no longer meet the definition of “independent director” under the applicable rules and regulations of the Securities and Exchange Commission and the listing requirements and rules of The NASDAQ Stock Market as a result of his appointment as President and Chief Operating Officer of the Company. Effective, April 25, 2024, the Board removed Mr. Lee from the Board’s Nominating and Corporate Governance Committee and appointed Alan Pickerill to the Nominating and Corporate Governance Committee. Additionally, the offer letter provides that so long as Mr. Lee remains President and Chief Operating Officer, the Company will nominate him, as and when applicable, for re-election to continue to serve on the Board. The offer letter further provides that if Mr. Lee ceases to serve as President and Chief Operating Officer, he will resign from the Board.

Effective May 1, 2024, Mr. Lee also entered into an executive severance agreement with the Company providing for certain severance benefits consistent with the Company’s standard severance agreement except Mr. Lee’s severance benefits will be 12 months’ salary and 12 months’ COBRA for qualified termination outside a change of control or 12 months’ salary and target bonus and 12 months’ COBRA for qualified termination during a change of control. Additionally, Mr. Lee is expected to enter into a standard indemnification agreement in substantially the same form that the Company has entered into with its other executive officers.

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There is no arrangement or understanding between Mr. Lee and any other person with respect to his appointment, and there are no family relationships between Mr. Lee and any other director or executive officer of the Company. The Company is not aware of any transactions with Mr. Lee or any of his immediate family members that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing summaries of the offer letter and executive severance agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the offer letter and executive severance agreement, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the indemnification agreement is not complete and is qualified in its entirety by reference to the full text of the indemnification agreement, the form of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 10, 2022, which is incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure.

 

On May 7, 2024, the Company issued a press release announcing Mr. Lee’s appointment as President and Chief Operating Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit Number			Description
10.1			Notice of Conversion and Consent, Dated May 7, 2024
10.2			Offer Letter from Leafly Holdings, Inc. to Peter Lee, dated May 1, 2024
10.3			Executive Severance Agreement, dated May 1, 2024, by and between Leafly Holdings, Inc. and Peter Lee
99.1			Press Release dated May 7, 2024
104			Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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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.

			Leafly Holdings, Inc.
Date:	May 7, 2024	By:	/s/ Suresh Krishnaswamy
			Suresh Krishnaswamy Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

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NOTICE OF CONVERSION AND CONSENT

 

May 7, 2024

 

Reference is made to that certain Note Purchase Agreement by and among Leafly Holdings, Inc. (f/k/a Merida Merger Corp. I, the, “Company”), the Purchasers named therein, Merida Holdings, LLC, and Leafly, LLC (the “Agreement”) and that certain global note representing 8.00% Convertible Senior Notes due 2025 (the “Note”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement or the Note, as applicable, with any inconsistency resolved in favor of the Note.

 

WHEREAS the undersigned Purchasers (each a “Consenting Holder,” and collectively the “Consenting Holders”) are the beneficial owners of all of the Outstanding Amount of the Note and constitute a Holder Majority.

 

WHEREAS the Consenting Holders wish to convert up to an aggregate of $275,000 of the Outstanding Amount of the Note and the Company wishes to effect such conversion in each case on terms and conditions as more fully set forth herein.

 

NOW, THEREFORE, for value received the Company and Consenting Holders agree as follows:

 

 

 

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[Remainder of this page intentional left blank.]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

COMPANY:

 

Leafly Holdings, Inc.

 

By:	/s/Yoko Miyashita
Name:	Yoko Miyashita
Title:	Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

CrossingBridge Low Duration High Yield Fund

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

Destinations Low Duration Fixed Income Fund

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

Leaffilter North Holdings Inc.

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

OlsonUbben LLC

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

Destinations Global Fixed Income Opportunities Fund

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

RiverPark Strategic Income Fund

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

 

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IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.

 

CONSENTING HOLDER:

 

CrossingBridge Ultra Short Duration Fund

 

By:	/s/David Sherman
Name:	David Sherman
Title:	Authorized Agent as Investment Adviser

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Notice of Conversion and Consent]

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Peter Lee

[email address]

 

 

 

Dear Peter,

 

On behalf of Leafly, LLC (“Leafly'' or the “Company”), my colleagues and I are pleased to offer you the full-time, regular position of President and Chief Operating Officer on the following terms. Your start date for this position is May 1, 2024 (the “Start Date”). You will work remotely within the state of California. You will report to the Chief Executive Officer. The Company may change your position, duties, and work location from time-to-time in its discretion. Subject to the approval of the Board of Directors of Leafly Holdings, Inc. (the “Board”), the Board will nominate you for reelection to continue to serve as a director on the Board at the annual meeting of stockholders during the year in which your then current term expires, so long as you continue to hold the position of President and Chief Operating Officer. If you cease to hold the position of President and Chief Operating Officer, you agree to voluntarily resign from your position as a director on the Board.

Base Compensation: This position is salaried, exempt, and is not eligible for overtime. Your salary will be $18,750.00USD per pay period, which is equivalent to $450,000.00 USD on an annual basis, less payroll deductions and withholdings. You will be paid semi-monthly.

 

Annual Incentive Compensation: You will be eligible for an annual discretionary bonus of up to 60% of your annual base salary (as defined in the Company’s Annual Incentive Plan document), that may be awarded in cash and/or equity at the Company’s discretion, as determined by the Compensation Committee (the “Committee”) of the Board of Directors of Leafly Holdings, Inc. (the “Board”). Only employees hired before October 1, 2024 will be eligible for a 2024 bonus, and if any such bonus is awarded to you for 2024, it will be prorated based on your Start Date. Incentive compensation will be based on Company and personal performance and is awarded solely at the discretion of the Company, as determined by the Committee or the Board.

 

Leafly Holdings, Inc. Equity Incentive Compensation: Subject to the approval of the Board or the Committee, you are eligible to receive an annual equity grant to be made pursuant to the Leafly Holdings, Inc. 2021 Equity Incentive Plan (or a successor plan) (the “Plan”) at a level commensurate with your role. Any such equity grant will be subject to the terms and conditions of the Plan and your grant agreement.

 

Benefits: Provided you satisfy standard eligibility criteria; you will be eligible to participate in Company benefit programs that are made available to all of the Company’s full-time employees.

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Your benefits eligibility will begin on May 1, 2024. In addition, you will be entitled to paid time off according to Company policy. Company benefit policies may be amended from time to time at the discretion of the Company. It is also important to note that the Company reserves the right to change their respective benefits at any time, with or without notice.

 

Signing Bonus: The Company agrees to pay you a one-time cash signing bonus in an amount equal to $187,500 (the “Signing Bonus”), payable upon the Company’s first regular payroll date following the Start Date, subject to all applicable tax reporting and withholding requirements.

Continuing Obligations: By accepting this offer, you confirm that you are able to accept this job and carry out the work involved without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. You hereby certify that you are not subject to any non-competition agreement that would affect your employment with Leafly. You also confirm that you will inform Leafly about any such restrictions and provide Leafly with as much information about them as possible, including copies of any agreements between you and your current or former employer describing such restrictions on your activities (including any non-competition agreements).

 

You further confirm that you will not remove or copy any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer to Leafly without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with Leafly. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information.

 

Policies: As an employee, you will be expected to abide by Company rules, policies and procedures. As a condition of employment, you will need to sign and comply with a Confidential Information and Inventions Agreement, among other obligations. In addition, Leafly utilizes the services of an investigative consumer reporting agency to conduct criminal and civil background checks after the initial job offer has been made and to verify employment history.

 

Termination: Your employment is at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and by an officer of the Company.

 

Employment Terms: This letter, together with your Confidential Information and Inventions Agreement and your Executive Severance Agreement, each dated May 1, 2024, forms the complete and exclusive statement of your employment with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in

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your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company.

 

Identification Documents: This offer of employment is contingent upon you presenting, in accordance with applicable law, verification of your identity and your legal right to work in the United States. You will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

 

Acceptance: If you wish to accept employment at the Company under the terms described above, please sign and date this letter where indicated below.

 

If you have any questions, please do not hesitate to contact HR@leafly.com.

Sincerely,

/s/Yoko Miyashita

 

 

Yoko Miyashita

Chief Executive Officer

Accepted:

NAME Peter Lee

 

/s/Peter Lee

 

SIGNATURE

5/1/24

 

DATE

 

 

 

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EXECUTIVE SEVERANCE AGREEMENT

 

THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”) by and between Leafly, LLC, a Washington limited liability company (the “Company”), and Peter Lee (the “Executive”), is made as of May 1, 2024.

 

WHEREAS, the Executive and the Company have executed an offer letter dated as of May 1, 2024, setting forth certain terms and conditions of the Executive’s employment with the Company (“Offer Letter”); and

 

WHEREAS, in connection with the Executive’s employment, the parties desire to enter into this Executive Severance Agreement;

 

NOW, THEREFORE, in consideration of the Executive’s past and future services to the Company and its affiliates and the mutual covenants contained herein, the Company agrees that the Executive shall be eligible to receive the severance payments and benefits set forth in this Agreement in the event the Executive’s employment with the Company is terminated under the circumstances described and subject to the conditions below and shall be entitled to certain other rights and benefits provided herein; and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

 

1. Term of Agreement. The term of this Agreement shall be from the date hereof through the last day of Executive’s employment with the Company (the “Termination Date”).

 

2. Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating his employment. Executive understands and acknowledges that he or she is an employee at will and that either Executive or the Company may terminate the employment relationship between them at any time and for any reason.

 

3. Severance Payment.

 

(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause or by the Executive for Good Reason, at a time other than during a Change of Control Period, the Company shall pay to the Executive 100% of the Executive’s base salary as in effect on the Executive’s last day of employment (exclusive of any other compensation) according to the schedule set forth in Section 3(d) and shall provide Company-paid COBRA coverage for up to twelve (12) months if the Employee elects coverage. In the event that the

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Executive is entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect.

 

(b) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause or by the Executive for Good Reason, in either case during a Change of Control Period, (i) the Company shall pay to the Executive an amount equal to the sum of (A) 100% of the Executive’s base salary (exclusive of any other compensation) and (B) the Executive’s target bonus, with each of (A) and (B) as in effect on the Executive’s last day of employment according to the schedule set forth in Section 3(d), (ii) the Company shall provide Company-paid COBRA coverage for up to twelve (12) months if the Employee elects coverage, and (iii) all of the Executive’s awards of stock options and/or restricted stock units which vest solely based on continued service and not based on performance, which are then unvested and outstanding, shall be immediately vested. For clarity, this clause shall not preclude the acceleration of any performance based equity awards according to the terms of their grant or any other agreement. In the event that the Executive is entitled to severance benefits under Section 3(a) above, this Section 3(b) shall not apply and shall have no further force or effect.

 

(c) The Executive agrees that after the Termination Date, but prior to payment of the severance payable under Section 3(a) or Section 3(b), as the case may be, he or she shall execute a waiver and release (including confidentiality and mutual non-disparagement provisions), in a form reasonably satisfactory to the Company, of any and all claims related to or arising from Executive’s service with or separation from the Company (the “Release”). Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon his or her execution and delivery to the Company of the previously described release of claims and such release being effective and not revoked on the sixtieth (60th) day following the Termination Date.

 

(d) The severance payable under Section 3(a) or Section 3(b), as applicable, shall commence with the first payroll following the date the release of claims described above is effective and shall continue in equal installments according to the Company’s regular payroll schedule for a period of twelve (12) months; provided, that if the period in which Executive may sign and return the release spans more than one taxable year, payment will not commence until the later taxable year. If the release of claims is not effective on the sixtieth (60th) day after the Termination Date no severance benefits will be payable. Executive’s rights to the severance under Section 3(a) or Section 3(b) shall constitute the sole remedy of the Executive in the event of termination of the Executive’s employment.

 

4. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

 

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(a) “Cause” shall mean any of the following: (i) the Executive’s failure to perform the Executive’s assigned duties or responsibilities pursuant to this Agreement (other than a failure resulting from the Executive’s Disability) after written notice thereof from the Company describing the Executive’s failure to perform such duties or responsibilities, and failure by the Executive within 30 calendar days from the date of such written notice to remedy such performance failure; (ii) the Executive’s engagement in any act of dishonesty, fraud, misrepresentation, embezzlement or other acts that are or would reasonably be expected to be injurious in a material respect to the Company; (iii) the Executive’s violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iv) the Executive’s breach of any confidentiality agreement or invention assignment agreement between the Executive and the Company (or any affiliate of the Company); (v) the Executive being convicted of, or entering a plea of nolo contendere to, any crime (other than minor traffic violations) or any act of moral turpitude; (vi) the Executive’s continuing gross negligence or gross misconduct after written notice thereof from the Company describing the applicable conduct, and failure to cure, if curable, by the Executive within 10 calendar days from the date of such written notice to remedy such conduct; or (vii) the Executive’s breach of any material term of any employment-related agreement between the Executive and the Company.

 

(b) “Good Reason” shall mean the Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without the Executive’s consent: (i) a material reduction of the Executive’s authority, duties or responsibilities; (ii) a reduction of more than ten percent (10%) by the Company (or its successor) in the Executive’s base cash compensation as in effect immediately prior to such reduction, unless the Company also similarly reduces the base cash compensation of all other senior executives of the Company; (iii) a material change in the geographic location of the Executive’s primary work facility or location; provided, that a relocation of less than twenty five (25) miles from the Executive’s then-present location will not be considered a material change in geographic location; (iv) prior to a Change in Control, the Executive no longer serves as a member of the Board of Directors of Leafly Holdings, Inc. (the “Board”) (other than pursuant to the Executive’s voluntary resignation from the Board, which includes a resignation when required by the Executive pursuant to his Offer Letter in the event he no longer serves as President and Chief Operating Officer); or (v) following a Change in Control, the failure of the Company to obtain the assumption of the material obligations of this Agreement by any successors. The Executive may not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.

 

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(c) “Change of Control” shall have the meaning ascribed to it in the Leafly Holdings, Inc. 2021 Equity Incentive Plan.

 

(d) “Change of Control Period” shall mean the period commencing on the Company’s public announcement of a proposed Change of Control and ending on the earlier of (i) the twelve (12) month period following the consummation of the proposed Change of Control, or (ii) the Company's public announcement that the proposed Change of Control will not occur.

 

5. Section 409A. The Company makes no representations or warranties to any Executive with respect to any tax, economic or legal consequences of this Agreement or any payments to any Executive hereunder, including, without limitation, under Internal Revenue Code Section 409A (“Code Section 409A”), and no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other applicable legal requirements from the Executive or other individual to the Company or any of its affiliates. The Executive shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences. However, the payments and benefits provided under this Agreement are not intended to constitute deferred compensation that is subject to the requirements of Code Section 409A. Rather, the Company intends that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A, whether pursuant to the short-term deferral exception described in Treas. Reg. § 1.409A 1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. § 1.409A 1(b)(9)(iii), or otherwise. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intention. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, all references herein to the termination of the Executive’s employment are intended to mean the Executive’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i).

6. Limitation on Payments; Section 280G.

otherwise payable to the Executive (i) are “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits will be either:

 

(i) delivered in full, or

(ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code, whichever of (i) or (ii), taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an

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after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to excise tax under Section 4999 of the Code, (x) the Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) the reduction shall occur in the following order: (1) reduction of the cash payments, if any; which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) cancellation of accelerated vesting of equity awards other than stock options, if any; (3) cancellation of accelerated vesting of stock options, if any; and (4) reduction of other benefits, if any, paid or provided to the Executive, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity awards or stock options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awards or stock options. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of the Executive. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit otherwise payable to the Executive under this Agreement or otherwise to the Company’s stockholders for approval in accordance with Treasury Regulation Section l.280G-1 Q&A 7, and such payments and benefits will be treated in accordance with the results of such vote, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Executive and in the order prescribed by this Section 6(a). In no event shall the Executive have any discretion with respect to the ordering of the Executive’s payment reductions.

(b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6 will be made in writing by a nationally recognized firm of independent public accountants selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6. The

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Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 6.

7. Miscellaneous.

 

(a) Legal Costs. The Company shall reimburse the Executive for reasonable legal fees and expenses incurred if the Executive prevails on any issue which is the subject of a lawsuit or arbitration brought by the Executive or the Company as a result of any dispute with any party (including, but not limited to, the Company and/or any affiliate of the Company) regarding the provisions of this Agreement. Otherwise, the Executive and the Company shall be responsible for its own legal fees and expenses in connection with such action.

 

(b) Arbitration. Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company, will be subject to arbitration in accordance with the provisions of the Confidential Information Agreement.

 

(c) No Mitigation. The Company agrees that, if the Executive’s employment is terminated during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Further, the amount of any payment or benefit provided for in Section 3 of this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, or offset against any amount claimed to be owed by the Executive to the Company or any of their respective subsidiaries. However, the severance benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of the Executive’s termination of employment including, without limitation, the Worker Adjustment and Retraining Notification Act.

 

(d) Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

 

(e) Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon

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the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

 

(f) Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

 

To the Company:

Leafly LLC

113 Cherry Street

PMB 88154

Seattle, WA 98104-2205

Attn: Board of Directors

 

To the Executive:

Peter Lee

At the address most recently on file with the Company

 

(g) Amendments. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

(h) Entire Agreement. Except as otherwise provided, this Agreement (including any documents referred to herein) contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, express or implied, between the parties with respect thereto.

 

(i) Applicable Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to the principles of conflict of laws thereof.

 

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(j) Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

 

(k) Withholding. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.

 

(l) Survivorship. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term.

 

(m) Mutual Intent. All parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. The parties agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

 

(n) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

 

(o) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below.

 

LEAFLY, LLC

By:/s/Yoko Miyashita
Name: Yoko Miyashita
Title: CEO

Date: 5/1/24

EXECUTIVE


By: /s/Peter Lee
Name: Peter Lee
Title: Chief Operating Officer

Date:5/1/24

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Leafly Names Peter Lee President and Chief Operating Officer

 

SEATTLE--(BUSINESS WIRE) -- May 07, 2024 -- Leafly Holdings, Inc. (“Leafly” or “the Company”) (NASDAQ: LFLY), a leading online cannabis discovery marketplace and resource for cannabis consumers, today announced that Peter Lee will join Leafly as President and Chief Operating Officer, leading new monetization efforts, operations, and corporate development, and deepening partnerships with Leafly’s customers. He will remain a member of Leafly’s Board of Directors.

 

“We are excited to welcome Peter to our team. His corporate development and capital allocation expertise is welcome at a time of transition for the industry, and his deep connections within the cannabis sector, including his long-standing relationship with Leafly, will be invaluable,” said Yoko Miyashita, CEO of Leafly. “His addition strengthens our executive team, and we are confident the depth of his knowledge and experience will help fuel Leafly’s next phase.”

 

“I am thrilled to join the talented team at Leafly,” Lee said. “Having met the Leafly team more than 5 years ago, I’ve seen firsthand their dedication to building Leafly into a long-term, enduring business. I’m eager to use my experience and expertise to drive successful execution and make meaningful strides for Leafly.”

 

Peter brings more than 25 years of strategic leadership and more than 5 years of cannabis industry experience as well as deep knowledge of both public markets and public equities. Peter served as President, Chief Financial Officer and member of the board of directors of Merida Merger Corporation until it merged with and into Leafly as part of Leafly’s go-public transaction in 2022. Peter has been a member of Leafly’s Board of Directors ever since. From 2011 to 2018, he co-founded and was a Managing Partner at Sentinel Rock Capital, LLC, a long/short equity-oriented hedge fund. He has held various roles at other long/short equity-oriented hedge funds at Spring Point Capital, Blackstone Kailix, and Tiger Management.

 

Peter started his career as an analyst at Morgan Stanley Capital Partners, the private equity investment fund of Morgan Stanley. He received a B.S. in Business Administration from the University of California, Berkeley Haas School of Business and an MBA from Stanford Graduate School of Business.

 

Contacts

 

Media

pr@leafly.com

Investors

ir@leafly.com

Source: Leafly Holdings, Inc.

 

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v3.24.1.u1

Cover	May 01, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	May 01, 2024
Entity Registrant Name	Leafly Holdings, Inc. /DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39119
Entity Tax Identification Number	84-2266022
Entity Address, State or Province	WA
Entity Address, City or Town	Seattle
Entity Address, Address Line One	113 Cherry Street
Entity Address, Address Line Two	PMB 88154
Entity Address, Postal Zip Code	98104-2205
City Area Code	206)
Local Phone Number	455-9504
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001785592
Amendment Flag	false
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	LFLY
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	LFLYW
Security Exchange Name	NASDAQ

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