GWG Holdings Announces Receipt of Notice from Nasdaq Regarding Potential Delisting
July 07 2021 - 5:30PM
GWG Holdings, Inc. (Nasdaq: GWGH) today announced that it received
a Staff Determination letter from the Listing Qualifications Staff
of The Nasdaq Stock Market LLC 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 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 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 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.
About GWG Holdings, Inc.
GWG Holdings, Inc. (Nasdaq: GWGH) is an innovative financial
services firm based in Dallas that is a leader in providing unique
liquidity solutions and services for the owners of illiquid
investments. Through its subsidiaries, The Beneficient Company
Group, L.P. and GWG Life, LLC, GWGH owns and manages a diverse
portfolio of alternative assets that, as of September 30, 2020,
included $1.9 billion in life insurance policy benefits, and
exposure to a diversified and growing loan portfolio secured by 122
professionally managed alternative investment funds.
For more information about GWG Holdings, email info@gwgh.com or
visit www.gwgh.com.
For more information about Beneficient, email
askben@beneficient.com or visit www.trustben.com.
The information on GWG Holdings’ and Beneficient’s websites is
not a part of, or incorporated by reference in, this press
release.
Media Contact:
Dan CallahanDirector of CommunicationGWG Holdings, Inc.(612)
787-5744dcallahan@gwgh.com
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