Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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GWG Holdings, Inc. (the
“Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”)
on May 17, 2019 notifying the Company that it continued not to be in compliance with the filing requirements for continued listing
under Nasdaq Listing Rule 5250(c)(1).
As previously reported,
the Company was unable to complete its financial statements as of and for the year ended December 31, 2018 within the time period
required to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”).
The Company’s inability to timely file the Form 10-K was due, in part, to a delay in finalizing the accounting for certain
assets and liabilities exchanged pursuant to the Amended and Restated Master Exchange Agreement, dated January 18, 2018, as amended,
between the Company and The Beneficient Company Group, L.P. (“Beneficient”), among others, which exchange was completed
on December 28, 2018, and the on-going audit of Beneficient’s financial statements. As a result, on April 16, 2019, in accordance
with standard procedures related to the delayed filing of the Form 10-K with the Securities and Exchange Commission (the “SEC”),
the Company received a letter from NASDAQ stating that the Company was not in compliance with the filing requirements for continued
listing under NASDAQ Listing Rule 5250(c)(1).
For the same reasons, the
Company was unable to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (the “Form
10-Q”), which was due on or before May 15, 2019. As a result, on May 17, 2019, the Company received a letter from NASDAQ
stating that the Company continued not to be in compliance with the filing requirements for continued listing under NASDAQ Listing
Rule 5250(c)(1). The NASDAQ letter provides that the Company has until June 17, 2019 (60 calendar days from after the date it received
NASDAQ’s initial notification letter) to submit a plan to regain compliance with NASDAQ's filing requirements for continued
listing. If the Company submits an acceptable compliance plan, NASDAQ is permitted to grant an extension of up to 180 days from
the Form 10-K's filing due date for the Company to regain compliance with NASDAQ's filing requirements for continued listing.
The Company anticipates
that it will regain compliance with the NASDAQ continued listing requirements upon filing the Form 10-K and Form 10-Q. If the Company
is unable to regain compliance prior to June 17, 2019, it expects to do so within the NASDAQ’s extension period, if granted.
Forward-Looking Statements
This Current Report on
Form 8-K contains statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends these forward-looking statements
to be covered by the safe harbor provisions for such statements. All statements that do not concern historical facts are forward-looking
statements. The words “believe,” “could,” “possibly,” “probably,” “anticipate,”
“estimate,” “project,” “expect,” “may,” “will,” “should,”
“seek,” “intend,” “plan,” “expect,” or “consider” and similar expressions
are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking
statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements,
including, but not limited to the risks that the Company may not be able to obtain from NASDAQ an extension of the period during
which it is permitted to regain compliance with NASDAQ’s filing requirements for continued listing, as well as the other
risks set forth in the Company’s filings with the SEC. These forward-looking statements should be considered in light of
these risks and uncertainties. The Company bases its forward-looking statements on information currently available to it at the
time of this report and undertakes no obligation to update or revise any forward-looking statements, whether as a result of changes
in underlying circumstances, new information, future events or otherwise.