Form 8-K - Current report

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): August 2, 2024

   

HORIZON KINETICS HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-13458	84-0920811
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

470 Park Ave S.
New York, New York		10016
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (646) 291-2300 

   

    Scott’s Liquid Gold-Inc.
720 S. Colorado Blvd, PH N, Denver, Colorado 80246

(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
None	N/A	N/A

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. ☐

Item 7.01 Regulation FD Disclosure.

On August 2, 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		Description
99.1		Press release dated August 2, 2024

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.


			HORIZON KINETICS HOLDING CORPORATION

Date:	August 2, 2024	By:	/s/ Jay Kesslen
			Jay Kesslen General Counsel

EXHIBIT 99.1

Horizon Kinetics Holding Corporation Announces Closing of Merger with Scott's Liquid Gold-Inc.

Shares Will Continue Trading on a Pre-Reverse Split Basis

New York, NY, August 2, 2024

Horizon Kinetics LLC (“Horizon Kinetics”) announced the completion of the merger with Scott’s Liquid Gold-Inc. (“SLGD”), which has been reincorporated in the State of Delaware and renamed Horizon Kinetics Holding Corporation (the “Company”).

Due to unexpected delays arising from working with FINRA and the DTC to reflect the reverse split and change of the Company's ticker to the temporary ticker symbol “SLGDD”, shares of the Company’s stock will continue trading on a pre-reverse stock split basis under the ticker symbol “SLGD” and existing CUSIP until further notice. As a result, the number of shares reflected in the street name accounts of shareholders will remain the same as prior to the merger, with shares trading at a price that does not reflect the reverse stock split until trading begins under the post-reverse split CUSIP (439913104).

Approximately 18 million of the Company's shares were issued to members of Horizon Kinetics as merger consideration on a post-reverse stock split basis. These shares are not currently eligible for trading. The Company’s legacy shareholders therefore now own approximately 3.5% of the combined company on a post-reverse split basis. The Final Consideration was calculated based on Horizon Kinetics having AUM of approximately $7.9 billion and Net Tangible Assets of approximately $250 million, each as defined in the merger agreement.

Dan Roller, Founder of Maran Capital Management, LLC, and previously Chairman of the Board of SLGD, stated, “I would like to thank SLGD shareholders, employees, and board for their trust and support as we pursued this transformative transaction. I am thrilled to continue to serve on the Board of Directors of the Company as it seeks to further unlock and grow shareholder value.”

“I can think of no better partners than Murray Stahl and the Horizon Kinetics team,” added Rimmy Malhotra, Lead Independent Director for SLGD. “It has been a pleasure working with them to bring this transaction across the finish line. I thank our shareholders for their patience and I am enthusiastic about the next chapter for the Company.”

Murray Stahl, Co-Founder of Horizon Kinetics and Chairman, Chief Executive Officer and Chief Investment Officer of the Company, stated, “On behalf of everyone at Horizon, I would like to extend a warm welcome and thank SLGD shareholders for their overwhelming support. The merger permits a seamless transition to the next chapter of our development. As a publicly traded entity, we remain committed to preserving our owner-operated culture, which is the cornerstone of our long-term, fundamental value, contrarian investment practice. We will continue to execute on various strategic initiatives to take advantage of structural inefficiencies that have been dormant for decades.”

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 between Horizon and SLGD. All statements other than statements of historical facts contained herein, including statements on the date the

Company’s common stock will start trading on a reverse stock split-basis or under a new ticker symbol , statements on the Company’s strategy, and other statements regarding the 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 the 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 trading of the Company’s stock on a post-reverse-split basis under a new ticker symbol will not occur when or as expected; 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 SLGD’s Form 10-K for the fiscal year ended December 31, 2023 and Form 10-Q for the fiscal quarter ended June 30, 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 Holding Corporation

Horizon Kinetics Holding Corporation (OTCM Pink: SLGD) primarily offers investment advisory services through its subsidiary Horizon Kinetics Asset Management LLC (“HKAM”), a registered investment adviser. HKAM provides independent proprietary research and investment advisory services for mainly long-only and alternative value-based investing strategies. The firm also obtained a portfolio of consumer products, which are marketed and distributed in the retail marketplace, as a result of its August 2024 merger with Scott’s Liquid Gold-Inc. The firm’s offices are located in New York City, White Plains, New York, and Summit, New Jersey. For more information, please visit http://www.hkholdingco.com.

Investor Relations Contact:

ir@hkholdingco.com

Document and Entity Information	Aug. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2024
Entity Registrant Name	HORIZON KINETICS HOLDING CORPORATION
Entity Central Index Key	0000088000
Entity Emerging Growth Company	false
Entity File Number	001-13458
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-0920811
Entity Address, Address Line One	470 Park Ave S.
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	(646)
Local Phone Number	291-2300
Entity Information, Former Legal or Registered Name	Scott’s Liquid Gold-Inc.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE