Kingfish Holding Corp

8-K · king_8k.htm

0001374881 2026-06-01 2026-06-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

  
 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): June 1, 2026
  
 Kingfish Holding Corporation

 (Exact name of registrant as specified in charter)

  
 Delaware
  
 000-52375
  
 20-4838580

 (State or Other Jurisdiction
 of Incorporation)
  
 (Commission
 File Number)
  
 (I.R.S. Employer
 Identification No.)

  
 822 62nd Street Circle East , Bradenton , Florida
  
 34208

 (Address of Principal Executive Offices)
  
 (Zip Code)

  
 Registrant’s telephone number, including area code: ( 941 ) 487-3653
  
 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
  
  

  
 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))

  
 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 5.07. Submission of Matters to a Vote of Security Holders
  
 (a) Kingfish Holding Corporation, a Delaware corporation (the “Company,” “Kingfish,” “we,” or “our”), held its 2026 Annual Meeting of Stockholders on June 1, 2026 (“2026 Annual Meeting”). At the 2026 Annual Meeting, the matters set forth below were submitted for a vote of security holders.
  
 (b) As of the close of business on April 30, 2026, which was the record date for the 2026 Annual Meeting, 843,177 shares of Kingfish common stock, par value $0.0001 per share (“Common Stock”), were outstanding and entitled to vote. The Company did not solicit proxies for the 2026 Annual Meeting.
  
 Set forth below are the proposals voted upon at the 2026 Annual Meeting, and the final vote tabulation that certified the voting results as received from the Inspector of Election. Based on the results, 771,497 shares of Common Stock were voted in person or by proxy at the 2026 Annual Meeting, representing 91.5% of the shares entitled to be voted. Percentages are based on the total votes cast. Under Delaware law, where we are incorporated, abstentions are not counted as votes cast.
  
 The final voting results for the proposals presented at the 2026 Annual Meeting were as follows:
  
 Proposal 1 – Election of Directors
  
 Nominees
 Votes For
 % For
 Votes Against
 % Against
 Abstentions

 James LaManna
 771,497
 100
 0
 0
 0

 James R. Lindsay
 771,497
 100
 0
 0
 0

 Lisa Matthews
 771,497
 100
 0
 0
 0

 Keri A. Moritz
 771,497
 100
 0
 0
 0

 Randall A. Moritz
 771,497
 100
 0
 0
 0

 Ted Sparling
 771,497
 100
 0
 0
 0

 Lori M. Toomey
 771,497
 100
 0
 0
 0

 James K. Toomey
 771,497
 100
 0
 0
 0

  
 Based on the vote of the Company’s stockholders at the 2026 Annual Meeting, each director nominee received a plurality of the votes cast at the meeting and was elected as a director of the Company for the ensuing year or until their successors are duly chosen.
  
 Proposal 2 – Ratification of Independent Auditors
  
 Votes Cast For Approval:
  
 771,497
  
 100%
  
 of the votes cast, representing 91.5% of outstanding shares

 Votes Cast Against Approval:
  
 0
  
 0%
  
  

 Abstentions:
  
 0
  
 0%
  
  

  
 Based on the vote of the Company’s stockholders at the 2026 Annual Meeting, the appointment and selection of Astra Audit & Advisory LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 was approved, adopted, and ratified.
  
  
 2

  

  
 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.
  
  
 KINGFISH HOLDING CORPORATION
  

  
  
  

 June 3, 2026
 /s/ Ted Sparling
  

  
 Ted Sparling
  

  
 President and Chief Executive Officer
  

  

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