Current Report Filing (8-k)
August 07 2019 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
August 5, 2019
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:
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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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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. ☐
Item 4.01 Change in Registrant’s Certifying
Accountant.
On August 5, 2019, GWG Holdings, Inc. (the “Company”)
received oral notice from its registered public accounting firm, Baker Tilly Virchow Krause, LLP (“Baker Tilly”),
that Baker Tilly would decline to stand for re-appointment as the Company certifying accountant for fiscal year 2019.
None of Baker Tilly’s audit
reports for the years ended December 31, 2018 or 2017 contained an adverse opinion or a disclaimer of opinion, nor was any such
report qualified or modified.
In addition, during the years ended December
31, 2018 and 2017 and through August 5, 2019, there were (i) no disagreements between the Company and Baker Tilly on
any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved
to Baker Tilly’s satisfaction, would have caused Baker Tilly to make reference to the subject matter
of the disagreement in connection with its report for such years, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation
S-K for such years and subsequent interim periods through August 5, 2019, except for the material weaknesses in internal control
over financial reporting that existed as of December 31, 2018 and March 31, 2019 relating to the Company’s (i) failure to
timely file the 2018 Form 10-K due to the lack of effective information and communication controls with external parties that prevented
the Company from timely executing certain controls within its financial closing and reporting processes, and (ii) internal controls
over the application of generally accepted accounting principles to material complex non-routine transactions, in each case, as
described in Part II, Item 9A (Controls and Procedures) of the Company’s Annual Report on Form 10-K for the year ended December
31, 2018. The Company’s audit committee discussed such material weaknesses with Baker Tilly, and the Company has authorized
Baker Tilly to respond fully to the inquiries of the Company’s successor accounting firm concerning such material weaknesses.
On August 6, 2019, the audit committee of the
Company engaged Whitley Penn LLP as its new independent registered public accounting firm for the year ending December 31, 2019.
During the years ended December 31, 2018 and 2017, and the subsequent interim period through August 6, 2019, neither the Company
nor anyone on its behalf has consulted Whitley Penn LLP with respect to either (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report
or oral advice was provided to the Company that Whitley Penn LLP concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined
in Item 304(a)(1)(v) of Regulation S-K).The Company has not yet filed its Quarterly Report for the period ended June 30, 2019 (the
“2Q2019 Form 10-Q”) and anticipates that the change in its independent registered public accounting firm will delay
its ability to timely file the 2Q2019 Form 10-Q.
The Company has provided Baker Tilly
with a copy of the disclosure set forth in this report and requested that Baker Tilly furnish the Company with a letter
addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does
not agree, as required by SEC rules. A copy of Baker Tilly’s letter, dated August 7, 2019, stating its agreement
with the above statements is attached as Exhibit 16.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 7, 2019
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By:
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/s/ William
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
3
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