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): December 8, 2017
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FREEDOM HOLDING CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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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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Office
1704, 4B Building, “Nurly Tau” BC, 17 Al Farabi Ave,
Almaty, Kazakhstan
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(Address
of principal executive offices)
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050059
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(Zip
code)
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(801)
355-2227
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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 (see General Instruction A.2
below):
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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□
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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, indicated 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 3.02. Unregistered Sales of Equity Securities
On December 8, 2017, Freedom Holding Corp. (the
“Company”) completed the sale of 3,681,667 shares of
its restricted common stock in exchange for an aggregate offering
price of $11,045,001. No underwriter discount or commission
or other remuneration was paid or given directly or
indirectly.
The
shares of common stock were sold to three non-U.S. persons pursuant
to the exemption from registration provided in Regulation S
promulgated under the Securities Act for offers and sales made
outside the United States. Each purchaser represented in writing
that the purchaser is a non-U.S. person, as defined in Regulation S
and acknowledged, in writing, that the securities must be acquired
and held for investment, and may only be resold in accordance with
U.S. securities laws. An affiliate of Arkady Rakhilkin, a Company
director, purchased 348,333 of the shares for $1,044,999. All
certificates evidencing the shares issued will bear a restrictive
legend.
SIGNATURE
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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FREEDOM HOLDING CORP.
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Date:
November 11, 2017
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By:
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/s/
Evgeny Ler
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Evgeny
Ler
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Chief
Financial Officer
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