8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 9, 2020

MORGAN GROUP HOLDING CO.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-73996	13-4196940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Theodore Fremd Avenue, Rye, New York 10580

(Address of Principal Executive Offices)(Zip Code)

914-921-1877

(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-2)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d(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
None	---	---

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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 10, 2020, Morgan Group Holding Co. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (“Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Reverse Stock Split became effective as of 5:30 p.m., Eastern Time, on June 10, 2020. As reported under Item 5.07 below, stockholders holding in excess of a majority of the Company’s Common Stock consented to the Certificate of Amendment.

As a result of the Reverse Stock Split, every one hundred (100) shares of issued and outstanding Common Stock were automatically combined and converted into one (1) issued and outstanding share of Common Stock, without any change in the $0.01 par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any stockholder that would otherwise hold a fractional share as a result of the Reverse Stock Split will be entitled to receive, upon surrender to the exchange and paying agent of the certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry form, a cash payment equal to a pro rata amount of the aggregate net cash proceeds from the sale of fractional shares aggregated into whole shares and sold in the open market at the prevailing market price by the Company’s designated agent. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 60,009,055 shares to approximately 600,091 shares, subject to adjustment for the payment of cash in lieu of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 100,000,000 shares.

The Common Stock will begin trading on a reverse stock split-adjusted basis on OTC Markets Group Inc. Pink® quotation service on the opening of trading on June 11, 2020. The trading symbol for the Common Stock will remain “MGHL”, although the letter “D” will be temporarily appended to the ticker symbol for 20 trading days following the Reverse Stock Split. The new CUSIP number for the Common Stock following the Reverse Stock Split is 61735R 203.

The Company’s transfer agent, American Stock Transfer & Trust Company LLC (“AST”), is acting as exchange and paying agent for the Reverse Stock Split. The Company will be issuing all of the post-Reverse Stock Split shares in book-entry form through AST’s paperless Direct Registration System (the “DRS”), which the Company’s board of directors implemented in connection with the adoption of the By-Laws Amendments (as defined below). Consequently, stockholders whose shares are held in certificated form will be issued their post-split adjusted shares in book-entry form through the DRS. AST will send a letter of transmittal to stockholders holding shares in certificated form with the instructions to complete and submit the form and accompanying certificate(s) to AST. Upon receipt of the letter of transmittal and accompanying certificate(s), AST will cancel such certificate(s) representing pre-split shares and register the post-split adjusted shares issuable to such stockholder in book-entry form through the DRS and remit payment of any cash in lieu of fractional shares.

Stockholders whose shares are held in book-entry form at AST or in electronic “street name” form at brokerage firms are not required to take any action, as the stock giving effect of the Reverse Stock Split (and cash in lieu of fractional shares) will automatically be credited and paid to them and reflected in their brokerage accounts.

On June 9, 2020, the Company’s board of directors approved and adopted certain amendments to Article VI of its By-Laws, effective immediately (the “By-Laws Amendments”). The By-Laws Amendments allow the Company’s capital stock to be eligible for the DRS by permitting the book-entry issuance of uncertificated shares of capital stock in accordance with the DRS. The DRS enables investors to have securities recorded and maintained on the books of the issuer or the transfer agent without the issuance of a stock certificate and enables the electronic transfer of the shares.

The information set forth herein is qualified in its entirety by reference to the complete texts of the Certificate of Amendment and the Bylaws Amendments, copies of which are filed as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2020, the Certificate of Amendment was duly authorized, approved and adopted by written consent of the holders of the requisite majority in voting power of the Company’s issued and outstanding Common Stock entitled to vote on the matter.

Item 7.01 Regulation FD Disclosure.

On June 10, 2020, the Company issued a press release announcing the Reverse Stock Split and implementation of the DRS.

A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as may be expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed or furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
3.1*	Certificate of Amendment of the Certificate of Incorporation, as filed on June 10, 2020 with the State of Delaware.
3.2*	Amendment to By-Laws, adopted on June 9, 2020.
99.1+	Press Release, dated June 10, 2020.

* Filed herewith

⁺ Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MORGAN GROUP HOLDING CO.
By:	/s/ Joseph L. Fernandez
Name: Joseph L. Fernandez
Title: Executive Vice President-Finance

Dated:   June 12, 2020

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

MORGAN GROUP HOLDING CO.

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

Morgan Group Holding Co., a Delaware corporation (the “Corporation”), does hereby certify as follows:

1. The name of the Corporation is Morgan Group Holding Co.

2. Article IV of the Certificate of Incorporation is hereby amended so that the following heading and paragraphs be inserted at the end of second full paragraph of such Article to read as follows:

D. Reverse Stock Split

Effective at 5:30 p.m., Eastern Time, on the date of the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each 100 shares of the Corporation’s Common Stock, par value $0.01 per share (“Common Stock”),  issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time shall automatically without further action on the part of the Corporation or any holder thereof, be combined and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional interests as described below.  Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the reverse stock split. In lieu of any fractional shares to which a stockholder would otherwise be entitled, the Corporation shall pay cash in a pro rata amount of the aggregate cash proceeds, net of brokerage fees and other costs and any required withholding for taxes, from the sales of all fractional shares aggregated into whole shares and sold in the open market at the prevailing market price by an agent designated by the Corporation.Cash payments in lieu of fractional shares shall be paid upon surrender of the stock certificates by stockholders who hold their shares represented by stock certificates.

3. Each stock certificate or book-entry share that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate or book-entry share have been combined (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time in accordance with the foregoing paragraph); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, as authorized by the Board of Directors, a new certificate or book-entry evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined. The foregoing amendments were duly adopted in accordance with the provisions of Section 242 and Section 228 (by the written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by a duly authorized officer this 10^th day of June, 2020.

MORGAN GROUP HOLDING CO.
By:	/s/ Vincent M. Amabile, Jr.
Name:	Vincent M. Amabile, Jr.
Title:	Chairman and Chief Executive Officer

EX-3.2

Exhibit 3.2

AMENDMENT TO BY-LAWS

OF

MORGAN GROUP HOLDING CO.

(Effective as of June 9, 2020)

The By-Laws (“By-Laws”) of Morgan Group Holding Co., a Delaware corporation (the “Corporation”), are hereby amended as follows:

1.           Each of Sections 1 and 2 of Article VI (Certificate of Stock) of the By-Laws is hereby amended by deleting such section in its entirety and replacing it with the following:

Section 1.  Shares of stock of the Corporation may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware, and shall be entered in the books of the Corporation as they are issued. Every holder of stock in the Corporation shall be entitled to have a certificate; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock.  If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. Certificates representing shares of stock shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation.

Section 2.  Any of or all the signatures on a certificate representing shares of stock may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

2.           Section 3 of Article VI (Lost Certificates) of the By-Laws is hereby amended by deleting Section 3 of Article VI in its entirety and replacing it with the following:

Section 3.  The Board of Directors or the Secretary may direct a new certificate or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors or the Secretary may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

3.           Section 4 of Article VI (Transfer of Stock) of the By-Laws is hereby amended by deleting Section 4 of Article VI in its entirety and replacing it with the following:

Section 4.  Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books administered by or on behalf of the Corporation only by the direction of the registered holder thereof or such person’s attorney, lawfully constituted in writing, and, in the case of certificated shares, upon the surrender to the Corporation or its transfer agent or other designated agent of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Except as set forth above, the Company’s By-Laws shall remain unchanged and in full force and effect.

2

IN WITNESS WHEREOF, the undersigned certifies that the foregoing Amendment to the By-Laws of the Corporation was adopted by required affirmative vote of directors at a meeting of the Board of Director on June 9, 2020.

By:	/s/ Vincent M. Amabile, Jr.
Name:	Vincent M. Amabile, Jr.
Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

Morgan Group Holding Co.	401 Theodore Fremd Ave.
	Rye, NY 10580

For Immediate Release: Contact: Vincent M. Amabile President (914) 921-5150 www.morgangroupholdingco.com

Morgan Group Holding Co.

Announces 1-for-100 Reverse Stock Split

RYE, New York, June 10, 2020 - Morgan Group Holding Co. (“Morgan Group” or the “Company”, OTC: MGHL) today announced a 1-for-100 reverse stock split of its shares of common stock to be effective as of the close of business on June 10, 2020.

The Company’s board of directors and controlling stockholder, Associated Capital Group, Inc. (“AC”), approved a certificate of amendment to its certificate of incorporation to effect the reverse stock split in accordance with the Company’s bylaws and Delaware law. The reverse stock split is intended to facilitate AC’s previously announced spin-off of its ownership of Morgan to its shareholders.

The reverse stock split will become effective at 5:30 p.m., Eastern Time, on June 10, 2020. At the opening of trading on June 11, 2020, Morgan Group expects its common stock will begin trading on a split-adjusted basis in the over-the-counter market under the new CUSIP number 61735R 203. The trading symbol for Morgan Group’s common stock will remain “MGHL,” although the letter “D” will be temporarily appended to the ticker symbol for 20 trading days following the reverse stock split.

In the reverse stock split, every one hundred (100) shares of Morgan Group’s common stock outstanding will automatically be combined into one (1) new share of common stock. The par value of the common stock will remain unchanged at $0.01 per share. No fractional shares will be issued in connection with the reverse stock split. Stockholders will receive cash in lieu thereof equal to a pro rata amount of the aggregate net cash proceeds generated from the sale of whole shares from which fractional shares are aggregated and sold in the open market.

Stockholders will be receiving information from Morgan Group’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), regarding the mechanics of exchanging their stock certificates and receiving cash in lieu of fractional shares. All post-split shares will be issued in book-entry form through AST’s paperless Direct Registration System. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares and any cash in lieu of fractional shares. AST will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for book-entry ownership of the appropriate number of post-split shares and receiving payment for any fractional shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s, or nominee’s particular processes.

* * * *

This release contains certain forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. It should be recognized that such information may be based upon assumptions, projections and forecasts, and must be read considering the cautionary statements set forth in documents filed by Morgan Group Holding Co. As a result, there can be no assurance that any possible transactions will be accomplished or be successful or that the financial targets will be met, and such information is subject to uncertainties, risks and inaccuracies, which could be material.