Amended Current Report Filing (8-k/a)
August 05 2019 - 3:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K/A
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 28, 2018
GWG
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number:
001-36615
Delaware
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|
26-2222607
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(State
or other jurisdiction of
incorporation)
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|
(IRS
Employer
Identification No.)
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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))
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 Shares
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GWGH
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Nasdaq Capital Markets
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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. ☐
Introductory
Note
GWG
Holdings, Inc. (“GWG” or the “Company”) previously filed a Current Report on
Form
8-K
dated December 28, 2018 (the “Current Report”) with the Securities and Exchange Commission on January 4,
2019 with respect to the final closing (the “Final Closing”) under that certain Master Exchange Agreement (as
amended to the date hereof, the “Master Agreement”) with The Beneficient Company Group, L.P., a Delaware limited
partnership (“Beneficient”), and various related trusts (the “Transaction”). The purpose of this amendment to the
Current Report is to include the financial statements and pro forma financial information relating to the Final Closing under
the Master Agreement required under Item 9.01.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
The
audited consolidated financial statements of The Beneficient Company Group, L.P. as of December 31, 2018 (Successor) and 2017
(As Restated) (Predecessor), and for the periods from June 1, 2018 to December 31, 2018 (Successor), January 1, 2018 to May 31,
2018 (As Restated) (Predecessor) and for the year ended December 31, 2017 (As Restated) (Predecessor) are filed as Exhibit 99.1
and are incorporated hereby by reference.
(b)
Pro forma financial information.
The
unaudited pro forma condensed consolidated data with respect to the Final Closing under the Master Agreement for the year ended
December 31, 2018 are filed as Exhibit 99.2 and are incorporated hereby by reference.
(d)
Exhibits.
Exhibit
No.
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Description
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23.1
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Consent of Deloitte & Touche LLP
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99.1
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Audited consolidated financial statements of The Beneficient Company Group, L.P. as of December 31, 2018 (Successor) and 2017 (As Restated) (Predecessor), and for the periods from June 1, 2018 to December 31, 2018 (Successor), January 1, 2018 to May 31, 2018 (As Restated) (Predecessor) and for the year ended December 31, 2017 (As Restated) (Predecessor) (incorporated by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)
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99.2
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Unaudited pro forma condensed consolidated data with respect to the Final Closing under the Master Agreement for the year ended December 31, 2018
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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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Date:
August 5, 2019
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By:
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/s/
William
B. 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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Exhibit
Index
Exhibit
No.
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Description
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23.1
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Consent of Deloitte & Touche LLP
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|
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99.1
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Audited consolidated financial statements of The Beneficient Company Group, L.P. as of December 31, 2018 (Successor) and 2017 (As Restated) (Predecessor), and for the periods from June 1, 2018 to December 31, 2018 (Successor), January 1, 2018 to May 31, 2018 (As Restated) (Predecessor) and for the year ended December 31, 2017 (As Restated) (Predecessor) (incorporated by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)
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99.2
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Unaudited pro forma condensed consolidated data with respect to the Final Closing under the Master Agreement for the year ended December 31, 2018
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3
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