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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): November 25, 2022

 

 

GWG Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-36615

 

Delaware   26-2222607

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock   GWGHQ   *

 

*

On May 18, 2022, Nasdaq Stock Market LLC filed a Form 25 delisting and deregistering the shares of common stock, par value $0.001 per share, of GWG Holdings, Inc. from The Nasdaq Stock Market, which became effective ten days after the filing of the Form 25. GWG Holdings, Inc.’s common stock began trading exclusively on the over-the-counter market on April 29, 2022 under the symbol GWGHQ.

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 5.02

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 25, 2022, Murray T. Holland, the former president and CEO of GWG Holdings, Inc. (the “Company”), and a member of the Company’s board of directors (the “Board”), gave notice to the Company of his resignation as a member of the Board and any committees thereof. A copy of Mr. Holland’s letter of resignation is attached to this Form 8-K as Exhibit 17.1. On December 1, 2022, Mr. Holland delivered a letter to the Board (attached to this Form 8-K as Exhibit 17.2) that notes his disagreement with the conclusions and findings of the investigations committee of the Board, and the Company believes that Mr. Holland’s resignation from the Board is the result of such disagreement. The Company announced the resignation of Mr. Holland via a press release dated December 1, 2022 and attached to this Form 8-K as Exhibit 99.1. The Company provided Mr. Holland the opportunity to review the disclosure included in this Current Report on Form 8-K filed by the Company on December 1, 2022, and noted no disagreement with the disclosure.

 

Item 9.01

Financial Statements and Exhibits

 

17.1    Resignation Letter of Murray T. Holland dated November 25, 2022.
17.2    Letter from Murray T. Holland dated December 1, 2022.
99.1    Press Release dated December 1, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

 

    GWG HOLDINGS, INC.
Date: December 1, 2022     By:  

/s/ Jeffrey S. Stein

    Name:   Jeffrey S. Stein
    Title:   Chief Restructuring Officer
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