AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): December 28, 2017
name of Registrant as Specified in Its Charter)
or Other Jurisdiction
Howard Hughes Parkway, Suite
490, Las Vegas, NV
of Principal Executive Offices)
Telephone Number, Including Area Code: (702) 227-5626
Name or Former Address, if Changed Since Last Report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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 [X]
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. [ ]
Sales of Equity Securities.|
December 28, 2017, IEG Holdings Corporation (the “Company”) issued 52,500 shares of the Company’s Series H preferred
stock, par value $0.001 per share (the “Series H Preferred Shares”) at a price of $1.00 per share to two non-U.S.
persons pursuant to subscription agreements entered into by the Company effective as of December 28, 2017 (the “Purchase
Agreements”). The Company received an aggregate purchase price of $52,500 for the sale of the Series H Preferred Shares
pursuant to the Purchase Agreements. No underwriter was involved in the sale of the Series H Preferred Shares.
designation, powers, preferences and rights of the Series H Preferred Shares and the qualifications, limitations and restrictions
thereof are contained in the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of
Incorporation”), and are summarized as follows:
The Series H Preferred Shares rank pari passu with any other series of preferred stock subsequently designated by the Company
and not designated as senior or subordinate to the Series H Preferred Shares.
Preference. In the event of a liquidation or winding up of the Company, a holder of Series H Preferred Shares will be entitled
to receive $1.00 per Series H Preferred Share.
The holders of Series H Preferred Shares are not entitled to receive dividends.
Except as provided in the immediately following sentence, holders of the Series H Preferred Shares have no right to vote on any
matter to come before the shareholders of the Company. The affirmative vote at a meeting duly called for such purpose or the written
consent without a meeting, of the holders of not less than fifty percent (50%) of the then outstanding shares of Series H preferred
stock of the Company, shall be required for any change to the Company’s Articles of Incorporation which would amend, alter,
change or repeal any of the powers, designations, preferences and rights of the Company’s Series H preferred stock.
and Call Rights. The Series H Preferred Shares have no redemption or call rights.
Holders of Series H Preferred Shares have the following rights with respect to the conversion of Series H Preferred Shares into
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”):
5:00 pm Eastern time on December 31, 2017, each and every Series H Preferred Share issued and outstanding at such time shall
automatically and without further action by the Company or any holder of Series H Preferred Shares, convert into shares of
the Common Stock on the basis of four (4) shares of Common Stock for each one (1) Series H Preferred Share.|
after December 31, 2017, the Company shall deliver to each prior holder of Series H Preferred Shares whose shares have been
converted into shares of Common Stock as set forth in Section 6(A) of the Articles of Incorporation, a certificate representing
the number of the Company’s shares of Common Stock into which such Series H Preferred Shares have been converted.|
the event that, prior to 5:00 p.m. on December 31, 2017, the Company completes any consolidation, merger, combination, statutory
share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities,
money and/or any other property, then in any such case the Series H Preferred Shares shall at the same time be similarly exchanged
or changed into preferred shares of the surviving entity providing the holders of such preferred shares with (to the extent
possible) the same relative rights and preferences as the Series H Preferred Shares. For the avoidance of doubt, in the event
that any such consolidation, merger, combination, statutory share exchange or other transaction is completed after 5:00 p.m.
on December 31, 2017, the Series H Preferred Shares shall have been converted into shares of Common Stock and as such shall
be exchanged for or changed into other stock or securities, money and/or any other property, as any other shares of Common
issuance of Series H Preferred Shares was exempt from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”) in reliance upon Regulation S promulgated pursuant to the Securities Act. The issuances of
Series H Preferred Shares involved offers and sales of securities made outside the United States. The offers and sales were made
in offshore transactions from the United States and no directed selling efforts were made by the Company, any distributor, their
affiliates or any persons acting on their behalf.
December 31, 2017, the holders of an aggregate of 1,292,089 shares of Series H preferred stock, representing all of the outstanding
Series H Preferred Shares, pursuant to the terms of the Series H Preferred Shares, converted their shares of Series H Preferred
Shares, effective December 31, 2017. In accordance with the terms of the Series H Preferred Shares, upon the conversion of such
Series H Preferred Shares, the Company issued to the converting holders of Series H Preferred Shares an aggregate of 5,168,356
shares of the Company’s common stock. As a result of the conversion, no Series H Preferred Shares are outstanding. In addition,
as a result of the conversion and subsequent issuance of common stock, 17,463,449 shares of the Company’s common stock are
issued and outstanding. Due solely to the issuance of common stock, and not as the result of any stock disposition, Paul Mathieson,
the Company’s Chairman and Chief Executive Officer, is no longer a majority stockholder. Following the issuance of common
stock, Mr. Mathieson owns approximately 39.5% of the Company’s outstanding common stock.
January 2, 2018, the Company issued a press release providing certain business updates. A copy of this press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current
report on Form 8-K.
Statements and Exhibits.|
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.
||IEG HOLDINGS CORPORATION|
January 4, 2018
and Chief Executive Officer|