UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
MORGAN GROUP HOLDING CO.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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13-4196940
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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None
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Explanatory Note
On
November 6, 2019, Morgan Group Holding Co. (the
“Company”) filed a Current Report on Form 8-K (the
“Form 8-K”) to report the entry into and the closing of the transaction governed by an agreement and
plan of merger,
dated as of
October 31, 2019 (the
“Merger Agreement”), by and among
the Company, G.R. Acquisition, LLC, a wholly owned subsidiary of
the Company (
“Merger Sub”), G.research, LLC (
“G.research”), Institutional Services Holdings, LLC, the sole member of
G.research (
“ISH”), and Associated Capital Group, Inc., parent of ISH. Upon the closing of the merger pursuant to the Merger Agreement, Merger Sub merged with and into G.research, resulting in G.research becoming a wholly owned subsidiary of the
Company.
The Company is filing this amendment to the Form 8-K to provide the following:
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Unaudited interim financial statements of G.research as of and for the nine months ended September 30, 2019 and 2018, |
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Related management’s discussion and analysis of financial condition and results of operations,
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Updated summary historical financial data of G.research,
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Updated selected historical financial data of G.research, and
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Revised pro forma financial statements of the Company that reflect certain reclassifications. |
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Refiled audited financial statements of G.research as of and for the years ended December 31, 2018 and 2017.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired.
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Unaudited Interim Financial Statements
Notes to financial statements
The forgoing financial statements are included as
Exhibit 99.1 to this amendment to the Form 8-K and are incorporated into this Item 9.01 by reference. Management’s discussion and analysis of
financial condition and results of operations with respect to the periods covered by the foregoing financial statements is included as
Exhibit 99.2 and is incorporated into this Item 9.01 by reference. Summary historical financial data of G.research
as of and for each of the nine months ended
September 30, 2019 and
September 30, 2018 and the fiscal years ended
December 31, 2018 and
December 31, 2017 are included as
Exhibit 99.3 and are incorporated into this Item 9.01 by reference. Selected
historical financial data of G.research as of and for each of the nine months ended
September 30, 2019 and
September 30, 2018 and the fiscal years ended
December 31, 2018 and
December 31, 2017 are included as
Exhibit 99.4 and are incorporated into
this Item 9.01 by reference. Revised unaudited pro forma statement of financial condition as of
September 30, 2019 and pro forma statements of operations for the nine months ended
September 30, 2019 and
2018 and the year ended
December 31, 2018 of
the Company (reflecting reclassifications of line items in the pro forma financial statements
previously filed in the Form 8-K) are included as
Exhibit 99.5 and are incorporated into this Item 9.01 by reference. Refiled audited financial statements
of G.research as of and for the years ended
December 31, 2018 and
2017 are included as
Exhibit 99.6 and are incorporated into this Item 9.01 by reference.
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Exhibit No.
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Description
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Unaudited interim financial statements of G.research, LLC as of and for the nine months ended September 30, 2019 and 2018 and notes to financial statements* |
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Management’s discussion and analysis of financial condition and results of operations of G.research, LLC for the nine months ended September 30, 2019 and 2018* |
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Revised unaudited pro forma statement of financial condition of Morgan Group Holding Co. as of September 30, 2019 and pro forma statements of operations for the nine months ended September 30, 2019 and 2018* |
99.6
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Audited financial statements of G.research, LLC as of and for the years ended December 31, 2018 and 2017 and notes to financial statements.
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*Defined terms used within the exhibits shall have the meanings ascribed to such terms in the Morgan Group Holding Co. Information Statement filed as Exhibit 99.1 to the Form 8-K. |
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.
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MORGAN GROUP HOLDING CO.
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By:
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Title: Executive Vice President-Finance
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