Morgan Group Holding Co (MGHL)

[Special Situations]

8-K

https://www.sec.gov/Archives/edgar/data/1162283/000120677419001942/morgan3607611-8k.htm


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.