Current Report Filing (8-k)
October 21 2019 - 4:49PM
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): October 15, 2019
GWG Holdings, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36615
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26-2222607
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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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220 South Sixth Street, Suite 1200, Minneapolis, MN
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55402
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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GWGH
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NASDAQ Capital Market
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
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Director Resignations; Reduction in Board
Size
As a result of discussions among members of
the Board of Directors (the “Board”) of GWG Holdings, Inc. (the “Company”), and based in part on a determination
that a Board comprised of fewer directors would facilitate that Board’s ability to oversee future Company activities in an
efficient and effective manner, Messrs. Richard W. Fisher, David H. Glaser, Sheldon I. Stein and Bruce E. Zimmerman resigned from
the Board and the size of the Board was reduced from 14 to ten directors. The remaining directors and Company management recognize
the departing four directors’ significant investment of time and energy in helping the Company reorient its business and
capital allocation strategy towards an expansive and diverse exposure to alternative assets.
The remaining ten directors continue to be
assigned to the Classes to which they were previously elected, as set forth below:
Director
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Class
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Expiration of
Term of Director
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Brad K. Heppner
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Class I
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2019
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Thomas O. Hicks
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Class I
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2019
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Kathleen J. Mason
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Class I
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2019
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Michelle Caruso-Cabrera
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Class II
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2020
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Dennis P. Lockhart
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Class II
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2020
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Bruce W. Schnitzer
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Class II
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2020
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Roger T. Staubach
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Class II
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2020
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Peter T. Cangany, Jr.
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Class III
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2021
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David F. Chavenson
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Class III
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2021
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David H. de Weese
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Class III
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2021
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Item 7.01
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Regulation FD Disclosure.
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On October 21, 2019, the Company issued a press
release announcing the director resignations and resulting reduction in the size of the Board.
A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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GWG Holdings, Inc.
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Date: October 21, 2019
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By:
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/s/ Timothy L. Evans
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Timothy L. Evans
Chief Financial Officer
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