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 August 16, 2019 notifying the Company that it was not in compliance with the filing requirements for continued listing under
Nasdaq Listing Rule 5250(c)(1). The NASDAQ notification has no immediate effect on the listing or trading of the Company’s
common stock on the NASDAQ Capital Market.
As previously disclosed
on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2019, the Company’s
former independent registered public account firm notified the Company on August 5, 2019 that it would decline to stand for re-appointment
as the Company’s certifying accountant for fiscal year 2019. Subsequently, on August 6, 2019, the Company engaged Whitley
Penn LLP as its new independent registered public accounting firm for the year ending December 31, 2019. Due to (i) the timing
of the Company’s transition to a new independent registered public accounting firm, and (ii) the Company’s continued
evaluation of the appropriate accounting treatment for the purchase and contribution transaction completed in April 2019, the Company
was unable, without unreasonable effort and expense, to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2019 (the “Form 10-Q”), which was due on or before August 14, 2019.
As a result, on August
16, 2019, in accordance with standard procedures related to the delayed filing of the Form 10-Q with the Securities and Exchange
Commission, the Company received a letter from NASDAQ indicating that the Company is not in compliance with the filing requirements
for continued listing under NASDAQ Listing Rule 5250(c)(1). The NASDAQ letter provides that the Company has 60 calendar days from
the date it received NASDAQ’s notification letter to submit a plan to regain compliance with NASDAQ's filing requirements
for continued listing. Upon acceptance of the Company’s 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-Q within the 60-day period,
and that regaining compliance within the 60-day period will eliminate the need for the Company to submit a formal plan to regain
compliance.
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 risk that the Company may not be able to file the Form 10-Q within the currently expected timeframe,
risks that the Company may not regain compliance with NASDAQ continued listing requirements within the applicable grace period
and risks associated with analysis and determination regarding the appropriate accounting treatment for the April 26, 2019 purchase
and contribution transaction, as well as the other risks set forth in our 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.