As
filed with the Securities and Exchange Commission on January 2, 2024
Registration
Nos. 333-174887 – 174887-01
Registration
Nos. 333-197227 – 197227-01
Registration
No. 333-206626
Registration
No. 333-214896
Registration
Nos. 333-220288 – 220288-01
Registration
Nos. 333-237458 – 237458-01
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 12 to
Form
S-1 Registration Statement 333-174887 – 174887-01
Post-Effective
Amendment No. 6 to
Form
S-1 Registration Statement 333-197227 – 197227-01
Post-Effective
Amendment No. 4 to
Form
S-1 Registration Statement 333-206626
Post-Effective
Amendment No. 3 to
Form
S-1 Registration Statement 333-214896
Post-Effective
Amendment No. 4 to
Form
S-1 Registration Statement 333-220288 – 220288-01
Post-Effective
Amendment No. 2 to
Form
S-1 Registration Statement 333-237458 – 237458-01
FORM
S-1
Registration
Statement
Under
The
Securities Act of 1933
GWG
Holdings, Inc.
GWG Life, LLC
(Exact
name of registrant as specified in its charter)
Delaware
Delaware |
|
6282 |
|
26-2222607
20-4356955 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
325
N. St. Paul Street, Suite 2650
Dallas,
Texas 75201
(612)
746-1944
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Elizabeth
Freeman
Trustee
GWG
Wind Down Trust
PO
Box 61209, 700 Smith Street
Houston,
Texas 77208-1209
(713) 654-5150
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
John
R. Ablan
Mayer
Brown LLP
71
S. Wacker Drive
Chicago,
IL 60606
(312)
782-0600
Approximate
date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant
to these registration statements.
If
the only securities being registered on this Form are being offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer |
|
☐ |
|
Accelerated
filer |
|
☐ |
Non-accelerated
filer |
|
☒ |
|
Smaller reporting
company |
|
☒ |
|
|
|
|
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 7(a)(2)(B) of Securities Act. ☐
The
registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the
U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements filed by GWG
Holdings, Inc., a Delaware corporation (the “Registrant”) and GWG Life. LLC, a Delaware limited liability company (the “Co-Registrant”
and, together, the “Registrants”) on Form S-1 (collectively, the “Registration Statements”):
|
● |
Registration
Statement on Form S-1 (Nos. 333-174887 and 333-174887-01), which was filed with the SEC on June
14, 2011 and amended on July 26, 2011,
August 23, 2011, September
20, 2011, October 5, 2011, October
20, 2011, October 27, 2011, November
1, 2011, November 28, 2011, December
15, 2011, December 29, 2011,
January 12, 2012, January
20, 2012, April 30, 2012, May
9, 2012, May 14, 2012, August
21, 2012, November 1, 2012,
February 6, 2013, April 4, 2013, May 15, 2013, November
22, 2013, March 24, 2014,
April 15, 2014 and September
29, 2014; |
|
● |
Registration
Statement on Form S-1 (Nos. 333-197227 and 333-197227-01), which was filed with the SEC on July
3, 2014 and amended on August 29, 2014,
October 8, 2014, October
30, 2014, November 4, 2014, December
19, 2014, January 7, 2015, January
20, 2015, March 13, 2015, May
15, 2015, March 24, 2016
and April 8, 2016; |
|
● |
Registration
Statement on Form S-1 (Nos. 333-237458 and 237458-01), which was filed with the SEC on March
30, 2020 and amended on May
15, 2020. |
On
April 20, 2023, the Registrant and certain of its subsidiaries including the Co-Registrant (collectively, the “Debtors”)
filed a voluntary petition for reorganization under chapter 11 of title 11 of the U.S. Bankruptcy Code (the “Code”) in the
Bankruptcy Court for the Southern District of Texas (the “Court”). On June 20, 2023, the Court entered a confirmation order
(Dkt. No. 1952) under the Code, confirming the Debtors’ Further Modified Second Amended Joint Chapter 11 Plan, Submitted by
the Debtors, the Bondholder Committee, and L Bond Management, LLC as Co-Proponents (Dkt. No. 1678) (the “Plan”). On August
1, 2023, the Plan became effective (the “Effective Date”). On the Effective Date, pursuant to the Plan, the Registrant and
the Co-Registrant were dissolved, all securities of the Registrant and the Co-Registrant were cancelled, and substantially all assets
of the Registrant were transferred to liquidating trusts in accordance with the Plan.
In
connection with the Effective Date, the Registrants have terminated all offerings of the Registrants’ securities pursuant to their
existing registration statements, including the Registration Statements. In accordance with the undertakings made by the Registrants
in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities which remain
unsold at the termination of the offerings, the Registrants hereby remove from registration all such securities of the Registrants registered
but unsold under the Registration Statements, if any, as of the filing date of these Post-Effective Amendments.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, each of the Registrants certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing these Post-Effective Amendments to the above-referenced Registration Statements and
has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in City of
Houston, State of Texas, Country of United States, on this 2nd day of January, 2024.
|
GWG
HOLDINGS, INC.
GWG
LIFE, LLC |
|
|
|
By: |
/s/
Elizabeth C. Freeman |
|
|
Name:
|
Elizabeth C.
Freeman |
|
|
Title: |
Authorized Signatory |
|
|
(pursuant
to Rule 478 under the Securities Act) |
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