Current Report Filing (8-k)
November 03 2016 - 7:37AM
Edgar (US Regulatory)
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)
November 2, 2016
IEG
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
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000-55463
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90-1069184
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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6160
West Tropicana Ave., Suite E-13, Las Vegas, NV
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89103
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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:
(702) 227-5626
Check
the appropriate box below if the Form 8-K 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))
Item
1.02. Termination of a Material Definitive Agreement.
On
November 2, 2016, IEG Holdings Corporation (the “Company”) and Paul Mathieson, the Company’s
Chief Executive Officer and a member of the Company’s board of directors, agreed to terminate, effective December 31, 2016, Mr.
Mathieson’s professional consulting contract that has an effective date of January 1, 2015. The termination is in
connection with the entry into a new professional consulting contract by the Company and Mr. Mathieson effective January 1,
2017. See Item 5.02 below.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
November 2, 2016, Investment Evolution Corporation, a wholly owned subsidiary of the Company (“IEC”), and Mr. Mathieson
entered into a professional consulting contract, effective January 1, 2017 (the “2017 Consulting Contract”). Pursuant
to the terms of the 2017 Consulting Contract, Mr. Mathieson agreed to provide regulatory and management consulting services as
requested by the Company and/or IEC. The 2017 Consulting Contract has a term of one year and renews automatically for one year
periods unless notice of termination is provided 30 days prior to the automatic renewal date. In exchange for Mr. Mathieson’s
services, the Company agreed to pay Mr. Mathieson $1.00 annually and a discretionary bonus to be determined by the Company’s
board of directors.
The
foregoing description of the 2017 Consulting Contract is qualified in its entirety by reference to the 2017 Consulting Contract,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Effective
November 3, 2016, each of Matthew I. Banks and Harold A. Hansen resigned as a member of the Company’s board of directors
and any committee of the Company’s board of directors. The Company is no longer pursuing an uplisting to NYSE MKT or The
NASDAQ Stock Market in the short term. Rather, the Company expects to move from the OTCQX market tier of the OTC Market Group
to the OTCQB market tier in January 2017. Due to the Company’s move to the OTCQB market tier, the Company will no longer
be required to (i) have at least two independent directors, or (ii) maintain a majority independent audit committee. As a result
and in order to cut costs, Messrs. Banks and Hansen resigned as members of the Company’s board of directors. No director
resigned because of any disagreement with the Company on any matter relating to the Company’s operation, policies or practices.
Mr. Mathieson will remain as the Company’s sole director.
Item
7.01. Regulation FD Disclosure.
On
November 3, 2016, the Company issued a press release providing a corporate strategy update, including announcing the resignation
of Messrs. Banks and Hansen. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in the website is not a part of this current report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1
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Professional Consulting Contract effective January
1, 2017 between Investment Evolution Corporation and Paul Mathieson.
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99.1
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Press
release of IEG Holdings Corporation dated November 3, 2016.
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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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IEG
HOLDINGS CORPORATION
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Date:
November 3, 2016
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By:
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/s/
Paul Mathieson
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Name:
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Paul
Mathieson
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Title:
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President
and Chief Executive Officer
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