Current Report Filing (8-k)
July 06 2018 - 4:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 29, 2018
GWG
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number:
001-36615
Delaware
|
|
26-2222607
|
(State
or other jurisdiction
of incorporation)
|
|
(IRS
Employer
Identification No.)
|
220
South Sixth Street, Suite 1200, Minneapolis, MN 55402
(Address
of principal executive offices, including zip code)
(612)
746-1944
(Registrant’s
telephone number, including area code)
Not
Applicable
(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))
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 1.01
|
Entry into a Material
Definitive Agreement.
|
On
January 12, 2018, GWG Holdings, Inc. and its wholly owned subsidiary GWG Life, LLC (the “Company”) entered into a
Master Exchange Agreement with The Beneficient Company Group, L.P., a Delaware limited partnership (“Beneficient”),
MHT Financial SPV, LLC, a Delaware limited liability company (“MHT SPV”), and various related trusts (the “Seller
Trusts”), as amended and restated on January 18, 2018 with effect from January 12, 2018. The material terms and conditions
of the Master Exchange Agreement were described in GWG Holdings’ Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 18, 2018. Under the Master Exchange Agreement, as amended by the first amendment thereto dated
April 30, 2018, GWG Holdings, on the one hand, and any of Beneficient, MHT SPV or the Seller Trusts, on the other hand, could
terminate the Master Exchange Agreement prior to the closing under certain circumstances, including if the conditions to closing
of the transaction had not been fulfilled by June 30, 2018 (the “Closing Conditions Date”).
On
June 29, 2018, the Company, Beneficient, MHT SPV, and the Seller Trusts entered into a Second Amendment to Master Exchange Agreement
pursuant to which the Closing Conditions Date was extended to July 30, 2018.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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GWG Holdings, Inc.
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|
|
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Date: July 6, 2018
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By:
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/s/ William
Acheson
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Name:
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William
Acheson
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Title:
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Chief
Financial Officer
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2
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