Current Report Filing (8-k)
July 07 2021 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): June
30, 2021
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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325 North St. Paul Street, Suite 2650, Dallas, TX
75201
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
On June 30, 2021, GWG Holdings, Inc. (“GWG” or the “Company”)
received a Staff Determination letter (“Staff Determination”) from the Listing Qualifications Staff (the “Listing Qualifications
Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company had not established compliance
with Rule 5620(a), which requires that GWG hold an annual meeting of shareholders within 12 months of the company’s fiscal year
end, and Rule 5250(c)(1), because GWG has not yet filed its Form 10-K for the year ended December 31, 2020 (“2020 10-K”) and
Form 10-Q for the period ended March 31, 2021. As a result, the Company’s common stock is subject to delisting from The Nasdaq Capital
Market. The Company has requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to review the Staff Determination,
which request will stay the delisting of the Company’s common stock for a period of 15 days from the date of the hearing request,
although GWG has requested the Panel to grant a stay of the suspension from trading pending the hearing.
After receiving the initial notification of deficiency related to GWG’s
annual meeting on January 5, 2021, the Company filed a plan of compliance with Nasdaq noting that because the meeting had not been held
in 2020, under SEC rules, GWG would not be able to hold its annual meeting until after it filed its 2020 10-K, which it expected to file
on March 31, 2021.
As part of the preparation of its 2020 10-K, the Company voluntarily
submitted two questions to the Securities and Exchange Commission’s (“SEC”) Office of the Chief Accountant (“OCA”)
on February 15, 2021. OCA is responsible for accounting and auditing matters arising in the SEC’s administration of the federal
securities laws, particularly with respect to accounting policy determinations. In this role, OCA consults with registrants on the application
of accounting standards and financial disclosure requirements. Its website indicates that registrants can expect consultations to take
approximately three weeks, although that time may vary depending on various factors. The questions submitted by the Company to OCA were
(1) whether the December 31, 2019 transaction resulted in GWG obtaining control of The Beneficent Company Group, L.P. (“Ben”)
in a transaction that constituted a change-in-control of Ben by entities not under common control, and (2) whether Ben was required to
consolidate any of the ExAlt Plan trusts.
The Company had reached a conclusion on both of these matters in consultation
with its accounting advisers, which conclusions have been reflected in its filings since the Form 10-K for the year ended December 31,
2019, and audited by its previous auditor, which issued an unmodified audit opinion on those statements. GWG’s current auditor also
believes the Company has a reasonable basis for its accounting treatment on the items submitted for consultation. Although the Company
has already reached a conclusion regarding the appropriate accounting for the matters submitted to OCA, because of OCA’s role within
the SEC and the judgment involved in each question, the Company desired to obtain OCA’s conclusions on these matters.
The Company and OCA have discussed the matters submitted for consultation,
and the Company has submitted supplemental materials in response to various OCA requests. The Company has no outstanding requests from
OCA and intends to file its 2020 10-K and Form 10-Q for the period ended March 31, 2021, after receiving a final conclusion from OCA.
Once the 2020 10-K is filed, the Company will file its required proxy statement and complete its combined 2020/2021 annual meeting, which
has currently been adjourned to July 27, 2021. The Company has not received guidance on when the OCA consultation will be complete.
On July 7, 2021, the Company issued a press release regarding these matters,
which is filed as an exhibit to this report and is incorporated herein by reference.
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: July 7, 2021
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By:
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/s/ Murray Holland
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Name:
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Murray Holland
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Title:
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Chief Executive Officer
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