HCHC HC2 Holdings Inc

Item 8.01 Other Events.

On November 25, 2020, HC2 Holdings, Inc. (the “Company”) completed its previously announced rights offering, which expired at 5:00 p.m., New York City time, on November 20, 2020. A copy of the press release announcing the closing of the rights offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

As previously disclosed on September 17, 2020, pursuant to the Investment Agreement (the “Investment Agreement”) entered into with Lancer Capital LLC (“Lancer Capital”), the Company sold 5,560 shares of the Series B Non-Voting Convertible Participating Preferred Stock, par value $0.001 per share (the “Preferred Stock”), for an issue price of $1,000 per share in connection with the backstop arrangement.

In connection with the closing of the rights offering, the Company sold approximately 21,433 additional shares of Preferred Stock to Lancer Capital in consideration of Lancer Capital funding $21,433,793.53 pursuant to the Investment Agreement. This issuance and sale was consummated without registration under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act. The Company is basing such reliance upon representations made by Lancer Capital, including, but not limited to, representations as to Lancer Capital’s status as an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and Lancer Capital’s investment intent. The Preferred Stock was not offered or sold by any form of general solicitation or general advertising (as such terms are used in Rule 502 under the Securities Act). As contemplated by the Investment Agreement, concurrently with the closing of the rights offering, Lancer Capital converted all of its shares of Preferred Stock into 11,891,539 shares of the Company’s common stock.