IEG HOLDINGS CORPORATION (OTCMKTS:IEGH) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
On December 28, 2017, IEG Holdings Corporation (the “Company”) issued 52,500 shares of the Company’s Series H preferred stock, par value $0.001 per share (the “Series H Preferred Shares”) at a price of $1.00 per share to two non-U.S. persons to subscription agreements entered into by the Company effective as of December 28, 2017 (the “Purchase Agreements”). The Company received an aggregate purchase price of $52,500 for the sale of the Series H Preferred Shares to the Purchase Agreements. No underwriter was involved in the sale of the Series H Preferred Shares.
The designation, powers, preferences and rights of the Series H Preferred Shares and the qualifications, limitations and restrictions thereof are contained in the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), and are summarized as follows:
Ranking. The Series H Preferred Shares rank pari passu with any other series of preferred stock subsequently designated by the Company and not designated as senior or subordinate to the Series H Preferred Shares.
Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series H Preferred Shares will be entitled to receive $1.00 per Series H Preferred Share.
Dividends. The holders of Series H Preferred Shares are not entitled to receive dividends.
Voting. Except as provided in the immediately following sentence, holders of the Series H Preferred Shares have no right to vote on any matter to come before the shareholders of the Company. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of not less than fifty percent (50%) of the then outstanding shares of Series H preferred stock of the Company, shall be required for any change to the Company’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Company’s Series H preferred stock.
Redemption and Call Rights. The Series H Preferred Shares have no redemption or call rights.
Conversion. Holders of Series H Preferred Shares have the following rights with respect to the conversion of Series H Preferred Shares into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”):
| ● | At 5:00 pm Eastern time on December 31, 2017, each and every Series H Preferred Share issued and outstanding at such time shall automatically and without further action by the Company or any holder of Series H Preferred Shares, convert into shares of the Common Stock on the basis of four (4) shares of Common Stock for each one (1) Series H Preferred Share. |
| ● | Promptly after December 31, 2017, the Company shall deliver to each prior holder of Series H Preferred Shares whose shares have been converted into shares of Common Stock as set forth in Section 6(A) of the Articles of Incorporation, a certificate representing the number of the Company’s shares of Common Stock into which such Series H Preferred Shares have been converted. |
| ● | In the event that, prior to 5:00 p.m. on December 31, 2017, the Company completes any consolidation, merger, combination, statutory share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, money and/or any other property, then in any such case the Series H Preferred Shares shall at the same time be similarly exchanged or changed into preferred shares of the surviving entity providing the holders of such preferred shares with (to the extent possible) the same relative rights and preferences as the Series H Preferred Shares. For the avoidance of doubt, in the event that any such consolidation, merger, combination, statutory share exchange or other transaction is completed after 5:00 p.m. on December 31, 2017, the Series H Preferred Shares shall have been converted into shares of Common Stock and as such shall be exchanged for or changed into other stock or securities, money and/or any other property, as any other shares of Common Stock. |
The issuance of Series H Preferred Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Regulation S promulgated to the Securities Act. The issuances of Series H Preferred Shares involved offers and sales of securities made outside the United States. The offers and sales were made in offshore transactions from the United States and no directed selling efforts were made by the Company, any distributor, their affiliates or any persons acting on their behalf.
On December 31, 2017, the holders of an aggregate of 1,292,089 shares of Series H preferred stock, representing all of the outstanding Series H Preferred Shares, to the terms of the Series H Preferred Shares, converted their shares of Series H Preferred Shares, effective December 31, 2017. In accordance with the terms of the Series H Preferred Shares, upon the conversion of such Series H Preferred Shares, the Company issued to the converting holders of Series H Preferred Shares an aggregate of 5,168,356 shares of the Company’s common stock. As a result of the conversion, no Series H Preferred Shares are outstanding. In addition, as a result of the conversion and subsequent issuance of common stock, 17,463,449 shares of the Company’s common stock are issued and outstanding. Due solely to the issuance of common stock, and not as the result of any stock disposition, Paul Mathieson, the Company’s Chairman and Chief Executive Officer, is no longer a majority stockholder. Following the issuance of common stock, Mr. Mathieson owns approximately 39.5% of the Company’s outstanding common stock.
| Item 7.01 | Regulation FD Disclosure. |
On January 2, 2018, the Company issued a press release providing certain business updates. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
IEG Holdings Corp ExhibitEX-99.1 2 ex99-1.htm IEG Holdings Corporation Surpasses $16 Million Cumulative Loan Volume Level After Increasing 192% Since January 2015 Las Vegas,…To view the full exhibit click here
About IEG HOLDINGS CORPORATION (OTCMKTS:IEGH)
IEG Holdings Corporation is a consumer finance company. The Company is engaged in the business of providing unsecured consumer loans ranging from $2,000 to $10,000. The Company operates in Consumer Loans segment. It offers loans online under the consumer brand Mr. Amazing Loans through its Website and online application portal at www.mramazingloans.com. It has obtained additional state lending licenses, and are licensed and originating direct consumer loans in the states of Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky, Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah and Virginia. It has approximately 80 loans in default representing over 4.81% of the number of loans in its active portfolio. Its subsidiaries include Investment Evolution Corporation, which holds state licenses, leases, employee contracts, and other operating and administrative expenses, and IEC SPV, LLC, which is a bankruptcy remote special purpose vehicle.