Securities Purchase Agreement

On August 11, 2017, Emergent Capital, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") by and between the Company and Brennan Opportunities Fund I LP ("Brennan"). to the Securities Purchase Agreement, Brennan purchased from the Company (i) 12,500,000 shares (the "Brennan Shares") of Common Stock at a price of $0.40 per share for an aggregate purchase price of $5.0 million and (ii) $5.0 million principal amount of the Company’s New Senior Secured Notes (the "Brennan Notes," and together with the Brennan Shares, the "Brennan Securities"). The Securities Purchase Agreement contained customary representations, warranties, and covenants.

The sale of the Brennan Securities was consummated on August 11, 2017, as to 8,750,000 shares of Common Stock and $3.5 million principal amount of New Senior Secured Notes, and on August 14, 2017, as to 3,750,000 shares of Common Stock and $1.5 million principal amount of New Senior Secured Notes.

Brennan Registration Rights Agreement

On August 11, 2017, the Company entered into a Registration Rights Agreement with Brennan (the "Brennan Registration Rights Agreement"), to which the Company is required to register the resale of the Brennan Shares. The Brennan Registration Rights Agreement is substantially similar to the Registration Rights Agreement entered into in connection with the closing of the recapitalization transactions to the Master Transaction Agreements, as previously disclosed by the Company.

The foregoing description of the Securities Purchase Agreement and Brennan Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and Brennan Registration Rights Agreement, which will be filed as Exhibits 10.31 and 10.32 to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2017 and is incorporated herein by reference.

On August14, 2017, Emergent Capital, Inc. (the "Company") issued a press release announcing earnings and other financial results for its second quarter ended June30, 2017.

The information contained in Item 1.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 1.01 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 1.01.

The Brennan Shares and the Brennan Notes were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On August 3, 2017 and August 11, 2017, as a reduction in force, the Company reduced its headcount from 20 employees to 12 employees, included in this reduction in force on August 11, 2017, were two of the Company’s executive officers – David

Sasso, Vice President of Investor Relations and Business Development and Christopher O’Reilly, General Counsel and Secretary. The Company will incur a onetime severance cost of approximately $1.2 million related to this reduction, for the quarter ended September 30, 2017, the amounts are being paid over a period of twelve months.

On August 10, 2017, Antony Mitchell, the Chief Executive Officer the Company, notified the Company of his intention to terminate his employment agreement with the company, effective as of a date to be determined in accordance with the terms of such agreement.

(d) Exhibits

99.1Press release issued August14, 2017

EMERGENT CAPITAL, INC. Exhibit
EX-9.1 2 q22017earningsrelease.htm EXHIBIT 9.1 Exhibit Emergent Capital,…
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About EMERGENT CAPITAL, INC. (NYSE:EMG)

Emergent Capital, Inc., formerly Imperial Holdings, Inc., is a specialty finance company that invests in asset classes, primarily life settlements. The Company, through its subsidiary companies, owns a portfolio of approximately 630 life insurance policies (life settlements). The Company purchases individual policies and portfolios of life insurance policies and manages those assets based on actuarial and market data. The Company provides customized liquidity solutions to owners of illiquid financial assets in two markets, which include life finance and structured settlements. The Company focuses on lending to outright purchases of portfolios, to tertiary trades, as well as individual secondary market purchases. The Company invests in short and long-term life settlement investments.