Great Elm Capital Group,Inc. (NASDAQ:GEC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As a result of the completion of the rights offering described in
Item 8.01 of this report, the registrants common stock returned
to being listed on the NASDAQ Global Select Market under the
symbol GEC and the symbols GECX and GECXU are no longer in use
for the registrants common stock.
Item3.02 Unregistered Sales of Equity
Securities.
On December27, 2016, per the Amended and Restated Backstop
Investment Agreement, dated as of October13, 2016 (the Backstop
Agreement), the registrant sold an aggregate of 912,513 shares of
its common stock to the investors under the Backstop Agreement
resulting in gross proceeds to the registrant of approximately
$3million, which are expected to be used for general corporate
purposes as well as acquisitions and investments. See Risk
Factors in the registrants other SEC filings. The offer and sale
of such shares was exempt from registration under the Securities
Act of 1933, as amended, by virtue of Section4(2) thereof and
Regulation D thereunder. The registrant agreed to file a resale
registration statement with respect to the shares issued to the
backstop providers and did not pay any commissions or other
consideration in connection with such transaction. The
registrants officers and directors and their related parties
purchased an aggregate of 117,000 shares in the backstop for an
aggregate purchase price of approximately $0.3million.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December21, 2016, Mark A. Snell was elected to the registrants
board of directors. Mr.Snells biography and the compensation
arrangements offered to non-employee members of the registrants
board of directors is incorporated by reference from the
registrants proxy statement dated November17, 2016 (SEC File
No.001-16073). Mr.Snell is expected to become chairman of the
registrants board of directors audit committee and a member of
its compensation committee and nominating and corporate
governance committee. Mr.Snell has no other items or
relationships required to be disclosed by Item 401 of Regulation
S-K. As a result of the election of Mr.Snell, the registrants
board of directors is comprised of a majority of independent
directors and each committee of the registrants board of
directors is comprised exclusively of three independent
directors.
Item5.07 Submission of Matters to a Vote of Security
Holders.
On December21, 2016, the registrant held an annual meeting of its
stockholders. The results of the annual meeting are summarized in
the following table:
| For | Against | Withheld | Broker Non-Vote | |||||||||||||
|
Election of directors: |
||||||||||||||||
|
Richard S. Chernicoff |
4,448,394 | 78,582 | 4,724 | 2,865,029 | ||||||||||||
|
Peter A. Reed |
4,440,509 | 82,610 | 8,581 | 2,865,029 | ||||||||||||
|
Jeffrey S. Serota |
4,448,660 | 78,157 | 4,883 | 2,865,029 | ||||||||||||
|
Mark A. Snell |
4,448,701 | 78,113 | 4,886 | 2,865,029 | ||||||||||||
|
Hugh Steven Wilson |
4,448,712 | 78,185 | 4,803 | 2,865,029 | ||||||||||||
| For | Against | Abstain | BrokerNon-Vote | |||||||||||||
|
Ratification of the selection of Grant Thornton LLP as |
7,267,368 | 117,182 | 12,179 | |||||||||||||
|
Advisory say-on-pay |
3,629,430 | 866,899 | 35,371 | 2,865,029 |
Item8.01 Other Matters.
On December23, 2016, the registrants rights offering expired.
$29.7million of basic subscription privileges and $12.4million of
over-subscription privileges were exercised resulting in the
issuance of 9.1million shares of the registrants common stock and
net proceeds of approximately $39.6million. After the rights
offering and issuance of shares to the backstop providers, the
registrant expects to have approximately 24.1 shares of its
common stock outstanding. These amounts are subject to adjustment
for guaranteed deliveries.
About Great Elm Capital Group, Inc. (NASDAQ:GEC)
Great Elm Capital Group, Inc., formerly Unwired Planet, Inc., is a holding company. The Company makes investments in businesses and assets in various industries. The Company’s investment for long-term value creation is in the asset management business. The Company continues to explore other opportunities in the investment management business, including other business development companies (BDCs) that trade at a discount to their net asset value. The Company intends to build a diversified investment company consisting of the following three business lines: investment management, financial products and merchant banking. It is embarking on a program of creating bespoke financial products and creating a pipeline of acquisition opportunities. The Company’s subsidiary is Great Elm Capital Corporation (GECC). Great Elm Capital Group, Inc. (NASDAQ:GEC) Recent Trading Information
Great Elm Capital Group, Inc. (NASDAQ:GEC) closed its last trading session down -0.10 at 4.00 with 11,420 shares trading hands.