Current Report Filing (8-k)
April 26 2019 - 4:38PM
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):
April 22, 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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☐
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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 5.02
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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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On April 15, 2019, Jon R. Sabes, the Company’s
Chief Executive Officer and a director, and Steven F. Sabes, a director of the Company, entered into a Purchase and Contribution
Agreement (the “Purchase Agreement”) with, among others, The Beneficient Company Group, L.P., a Delaware limited partnership
(“Beneficient”). Pursuant to the Purchase Agreement, Messrs. Jon and Steven Sabes have agreed to sell and transfer
all of the shares of the Company’s common stock held directly and indirectly by them and their immediate family members
(approximately 12% of the Company’s outstanding common stock in the aggregate). A description of the Purchase Agreement
was disclosed in the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission of
April 16, 2019.
As contemplated by the Purchase Agreement,
the Company entered into performance share unit agreements (each a “PSU Agreement”) with certain employees of the Company
pursuant to which such employees will receive a bonus under certain terms and conditions, including, among others, that such employees
remain employed by the Company or one of its subsidiaries (or, if no longer employed, such employment was terminated by the Company
other than for cause, as such term is defined in the PSU Agreement) for a period of 120 days following the closing of the transactions
contemplated by the Purchase Agreement. The Company’s PSU Agreement with Bill Acheson, the Company’s Chief Financial
Officer, was entered into on April 22, 2019 and provides for a target award grant of 125,000 performance share units, which equates
to a retention bonus amount of $1,500,000.
The description of the form of PSU Agreement
set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the form of PSU Agreement
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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: April 26, 2019
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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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2
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