Katapult Holdings Inc

Other Information

Nasdaq Deficiency Notice

On April 18, 2024, we received a notification letter (the “Notice”) from the Nasdaq Stock Market LLC ( “Nasdaq”) stating that, because we had not yet filed our Annual Report on Form 10-K for the year ended December 31, 2023, we were not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission.

Nasdaq has informed us that, under Nasdaq rules, we have 60 calendar days from receipt of the Notice, or until June 17, 2024, to submit a plan to regain compliance with the Rule. If Nasdaq accepts our plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K (April 1, 2024, extended until April 16, 2024, pursuant to the Form 12b-25 filing), or until October 14, 2024, because the 180th calendar day falls on a weekend, to regain compliance. We believe that this filing of the Form 10-K on April 24, 2024, allows us to regain compliance with the Rule.

16th Amendment to Credit Agreement

On April 24, 2024, the Company entered into the Limited Waiver and 16th Amendment to the Loan and Security Agreement with the Lender (the "16th Amendment"). Pursuant to such 16th Amendment, the Lender granted the Company a waiver of any Specified Defaults (as defined in the 16th Amendment) related to the accounting errors that led to the restatement of the Company’s financial statements for all reporting periods prior to the date of the amendment to the extent such financial statements and certifications were impacted by the restatement. In addition, the 16th Amendment also updated certain financial covenants each as defined in the 16th Amendment, including Minimum Adjusted EBITDA (Trailing 3 Months), Minimum Adjusted EBITDA (YTD) and Minimum Tangible Net Worth. As a result of the 16th Amendment, the Company is in compliance with all of its covenants as of December 31, 2023 and as of the issuance date of these consolidated financial statements.

KATAPULT HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Adoption or Termination of Insider Trading Arrangements

During the quarter ended December 31, 2023, none of our directors or executive officers informed us of the adoption, modification or termination of a “Rule 10b5-1 Trading Plan” or “non-Rule 10b5-1 Trading Plan," as those terms are defined in Regulation S-K, Item 408, except as described below:

On November 30, 2023, Mr. Orlando Zayas, the Chief Executive Officer of the Company, terminated a trading arrangement he

had previously adopted with respect to the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”).

Mr. Zayas’ Rule 10b5-1 Trading Plan was adopted on June 13, 2023, had a term of two years and provided for the sale of up to

41,813 shares of common stock (after the Reverse Stock Split) pursuant to the terms of the plan. As of the date of termination

of his Rule 10b5-1 Trading Plan, Mr. Zayas had sold 3,682 shares of common stock under its terms.