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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):
August 27, 2025
Great
Elm Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
001-39832 |
85-3622015 |
|
(State or
Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
|
3801 PGA Boulevard, Suite 603
Palm Beach Gardens, FL |
|
33410 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (617) 375-3006
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-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:
|
Title of
each class |
Trading
Symbol(s) |
Name of
each exchange on which registered |
| Common stock, par value $0.001 per share |
GEG |
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
| 7.25% Notes due 2027 |
GEGGL |
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
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 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On August 27, 2025, Great Elm Group, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Woodstead Value Fund, L.P., a Texas
limited partnership ( the “Purchaser”), pursuant to which the Purchaser purchased, and the Company issued, 4,000,000 shares
(the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Securities Purchase Agreement
of $2.25 per share, for an aggregate purchase price of $9,000,000. The Shares were issued in a private placement exempt from registration
under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.
Pursuant to the registration rights covenant under the Securities Purchase
Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities
(as defined in the Securities Purchase Agreement) held by the Purchasers within one hundred and fifty days following the date of the Securities
Purchase Agreement. The Company has also agreed to include the Registrable Securities in certain registration statements filed by the
Company. The registration rights granted pursuant to the Securities Purchase Agreement will terminate upon the first to occur of (A) a
registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and such securities having been
disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having
been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities
Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information
requirements pursuant to Rule 144 or (D) such securities are no longer outstanding.
In addition, pursuant to the director appointment covenant under the
Securities Purchase Agreement, as long as the Purchaser and its affiliates collectively continue to own at least 2,000,000 shares of the
Common Stock (the “Ownership Requirements”), the Company has agreed to appoint one person designated by the Purchaser to serve
on the Company’s board of directors (the “Board”), and to continue to nominate such person to continue to serve on the
Board at each annual meeting of the Company’s stockholders so long as the Purchaser meets the Ownership Requirements and such person
qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to the Board.
Warrants
Pursuant to the Securities Purchase Agreement, the Company also issued
to the Purchaser (i) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $3.50 per share with a ten-year term (the
“Series A Warrant”) and (ii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $5.00 per share with
a ten-year term (the “Series B Warrant”, together with Series A Warrant, the “Warrants”). The Warrants were issued
in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.
The Series A Warrants are exercisable at any time on or after the one-year
anniversary of the original issuance date and the Series B Warrants are exercisable at any time on or after the three-year anniversary
of the original issuance date.
The Warrants include certain limited anti-dilution adjustments.
The foregoing summary of the Securities Purchase Agreement and the
Warrants are qualified in their entirety by reference to the Securities Purchase Agreement and the Warrants, respectively, which will be
filed as exhibits to our annual report on Form 10-K for the year ended June 30, 2025.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference
into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the director appointment covenant under the Securities
Purchase Agreement, on August 26, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee (the
“Nominating & Corporate Governance Committee”) of the Board, the Board elected and approved Booker Smith to serve as a
director, effective as of August 27, 2025, to serve until his successor is duly elected and qualified, or until the earlier of his death,
resignation or removal. As of the time of this filing, the Board has not made a determination regarding the committees of the Board, if
any, to which Mr. Smith will be appointed.
Mr. Smith brings extensive experience across corporate credit and real
estate investing.
The Board has determined that Mr. Smith is an independent director
as defined in Nasdaq Listing Rule 5605(a)(2).
Mr. Smith shall receive compensation for his service on the Board and
any of its committees in accordance with our non-employee director compensation program.
Item 8.01 Other Events.
On August 27, 2025, the Company issued a press release in connection
with the issuance of the Shares and Warrants. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release,
dated August 27, 2025 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted as inline XBRL |
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.
| |
|
GREAT ELM GROUP, INC. |
| |
|
|
| Date: August 27, 2025 |
|
/s/ Keri A. Davis |
| |
|
By: Keri A. Davis |
| |
|
Title: Chief Financial Officer |
