Current Report Filing (8-k)
December 28 2018 - 5:02PM
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):
December 20, 2018
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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.
☐
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Item
5.03
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
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On December 20, 2018, the Board of Directors
(the “Board”) of GWG Holdings, Inc. (the “Company”) adopted an amendment to the Company’s Bylaws
increasing the maximum number of directors comprising the Board from seven to nine, with the precise number of directors to be
determined from time to time by resolution of the Board (the “Bylaw Amendment”). The Bylaw Amendment, a copy of which
is filed as Exhibit 3.1 to this report, became effective upon such adoption by the Board.
On December 21, 2018, the Company filed
a preliminary Information Statement on Schedule 14C with the Securities and Exchange Commission (“Information Statement”)
describing an action taken by written consent by the holders of a majority of the issued and outstanding shares of common stock
of the Company to approve an additional amendment to the Company’s Bylaws to provide for, among other things, a classified,
or “staggered” Board, composed of three classes of directors serving staggered three-year terms (the “Staggered
Board Amendment”). The Staggered Board Amendment, which is attached as Exhibit A to the Information Statement, is not included
in the Bylaw Amendment filed as Exhibit 3.1 to this report. In accordance with Rule 14c-2 under the Securities Exchange Act of
1934, as amended, the Staggered Board Amendment will become effective 20 calendar days after the date on which the definitive Information
Statement is sent or given to the Company’s stockholders.
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Item
9.01
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Financial
Statements and Exhibits.
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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: December 28, 2018
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By:
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/s/ William Acheson
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William Acheson
Chief Financial Officer
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