UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 19, 2019
MORGAN GROUP HOLDING CO.
(Exact name of registrant as specified in its charter)
| Delaware | 333-73996 | 13-4196940 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| Incorporation or organization) | 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)
N/A
(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(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:
| Name of Each Exchange on Which | ||
| Title of Each Class | Trading Symbol | Registered |
| - | NA | NA |
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 16b-2 of the Securities Exchange 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 or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
[ ] |
Item 8.01 – Other Events
On June 18, 2019, Morgan Group Holding Co. (“Morgan”) issued a press release which announced an agreement in principle with Associated Capital Group (“AC”, NYSE:AC), to acquire a subsidiary of AC, G.Research, LLC. Under the proposed terms, Morgan will acquire G.Research for 50,000,000 shares of Morgan’s common stock (“Transaction”). The Transaction is subject to the execution of definitive documents and the satisfaction of customary closing conditions and regulatory approvals. Accordingly, no assurances can be given that a binding agreement will be entered into, that the proposed Transaction will be consummated or the timing thereof. If the contemplated Transaction closes, AC will hold approximately 91% of Morgan’s outstanding common shares.
Commensurate with the closing of the Transaction, Morgan’s current Board of Directors, Mario J. Gabelli and Robert E. Dolan will resign as Directors and Mr. Dolan will step down from his position as Chief Executive Officer and Chief Financial Officer.
A copy of the Press Release is being furnished hereto as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release dated June 18, 2019 |
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. | |
| (Registrant) | |
| Date June 19, 2019 | By: /S/ Robert E. Dolan |
| Robert E. Dolan | |
| Chief Financial Officer |
Morgan Group Holding Co.
For Immediate Release
Morgan Group Holding Co. Announces
Intention to Acquire G.Research, LLC
RYE, New York, June 18, 2019 - Morgan Group Holding Co. (“Morgan”, OTC: MGHL) is today announcing an agreement in principle with Associated Capital Group (“AC”, NYSE:AC), to acquire a subsidiary of AC, G.Research, LLC. Under the proposed terms, Morgan will acquire G.Research for 50,000,000 shares of Morgan’s common stock. The transaction is subject to the execution of definitive documents and the satisfaction of customary closing conditions and regulatory approvals. Accordingly, no assurances can be given that a binding agreement will be entered into, that the proposed transaction will be consummated or the timing thereof.
G. Research, LLC is an institutional research services firm founded in 1976. The firm covers automotive, basic materials, consumer staples, financials, healthcare, industrials, media, technology, and telecommunications industries, with an emphasis on small and mid-cap securities.
After the closing of the transaction, AC will hold approximately 91% of Morgan’s outstanding common shares.
Commensurate with the closing of the transaction, Morgan’s current Board of Directors, Mario J. Gabelli and Robert E. Dolan will resign as Directors and Mr. Dolan will step down from his position as Chief Executive Officer and Chief Financial Officer.
Morgan is a holding company that was spun off from LICT Corporation in January 2000 with a growth strategy to acquire businesses.
* * * *
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.
Morgan Group Holding Co.’s web address is: www.morgangroupholdingco.com.
| Contact: | Robert E. Dolan | |
| Chief Executive Officer and Chief Financial Officer | ||
| 914-921-1877 |
401 Theodore Fremd Avenue, Rye, NY 10580