Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - EMERGENT CAPITAL, INC. | a20191130-ex312amended.htm |
| EX-31.1 - EXHIBIT 31.1 - EMERGENT CAPITAL, INC. | a20191130-ex311amended.htm |
| EX-23.1 - EXHIBIT 23.1 - EMERGENT CAPITAL, INC. | a1emg2019-consentform10xka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No.1)
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2019
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35064
EMERGENT CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Florida | 30-0663473 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5355 Town Center Road—Suite 701
Boca Raton, Florida 33486
(Address of principal executive offices, including zip code)
(561) 995-4200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.01 per share | OTCQX | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | þ | Smaller reporting company | þ | |||
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. Yes ¨ No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant on May 31, 2019 was $8,224,053.
The number of shares of the registrant’s common stock outstanding as of March 12, 2020 was 159,270,553.
DOCUMENTS INCORPORATED BY REFERENCE:
None
EXPLANATORY NOTE
This Amendment No.1 ("Amendment No. 1") to the Annual Report on Form 10-K of Emergent Capital, Inc. (the "Company") for the fiscal year ended November 30, 2019, as filed with the U.S. Securities and Exchange Commission on March 13, 2020 (the "Original Form 10-K"), is being filed for the sole purpose of correcting the Consent of Independent Registered Public Accounting Firm (the "Consent"). The original Consent did not contain a conformed signature as a result of inadvertent error. A corrected Consent is filed as Exhibit 23.1 attached hereto.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the disclosures in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No.1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No.1.
PART IV
EXHIBIT INDEX
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
• | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
• | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
• | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company’s other public files, which are available without charge through the SEC’s website at http://www.sec.gov.
Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith | SEC File # | |||||||
3.1 | 10-K | 3.1 | 03/14/18 | 001-35064 | |||||||||
3.2 | 10-Q | 3.1 | 11/16/18 | 001-35064 | |||||||||
4.1 | S-1/A | 4.1 | 11/10/10 | 333-168785 | |||||||||
4.2 | 8-K | 4.1 | 02/21/14 | 001-35064 | |||||||||
4.2.1 | 8-K | 4.2 | 03/17/17 | 001-35064 | |||||||||
4.2.2 | 8-K | 4.2 | 08/01/17 | 001-35064 | |||||||||
4.3 | 8-K | 4.3 | 08/01/17 | 001-35064 | |||||||||
4.4 | 8-K | 4.4 | 08/01/17 | 001-35064 | |||||||||
4.4.1 | 10-Q | 4.1 | 08/20/18 | 001-35064 | |||||||||
4.4.2 | 8-K | 10.1 | 12/14/18 | 001-35064 | |||||||||
4.5 | 8-K | 4.1 | 08/01/17 | 001-35064 | |||||||||
4.6 | S-1/A | 4.2 | 01/12/11 | 333-168785 | |||||||||
4.7 | 10-K | 4.3 | 03/14/16 | 001-35064 | |||||||||
4.8 | 8-K | 4.5 | 08/01/17 | 001-35064 | |||||||||
4.9 | 10-K | 4.9 | 03/13/20 | 001-35064 | |||||||||
10.1† | Def 14A | A | 04/08/15 | 001-35064 | |||||||||
10.1.1† | Def 14A | A | 06/09/17 | 001-35064 | |||||||||
10.1.2† | 10-Q | 10.7 | 08/13/13 | 001-35064 | |||||||||
10.1.3† | 8-K | 10.1 | 06/09/14 | 001-35064 | |||||||||
10.1.4† | 10-K | 10.2.4 | 03/14/18 | 001-035064 | |||||||||
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10.1.5† | 10-Q | 10.2 | 08/20/18 | 001-35064 | |||||||||
10.2†† | 10-K | 10.18 | 03/21/17 | 001-35064 | |||||||||
10.2.1 | 10-K | 10.3.4 | 03/14/18 | 001-35064 | |||||||||
10.3 | 10-K | 10.19 | 03/21/17 | 001-35064 | |||||||||
10.4.† | 10-K | 10.5.1 | 03/14/18 | 001-35064 | |||||||||
10.5 | S-1/A | 10.15 | 11/10/10 | 333-168785 | |||||||||
10.5.1 | S-1/A | 10.16 | 11/10/10 | 333-168785 | |||||||||
10.6 | 8-K | 10.3 | 08/01/17 | 001-35064 | |||||||||
10.7 | 8-K | 10.4 | 08/01/17 | 001-35064 | |||||||||
10.8 | 8-K | 10.5 | 08/01/17 | 001-35064 | |||||||||
10.9 | 8-K | 10.6 | 08/01/17 | 001-35064 | |||||||||
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10.10 | 8-K | 10.7 | 8/1/2017 | 001-35064 | |||||||||
10.11 | 8-K | 10.8 | 8/1/2017 | 001-35064 | |||||||||
10.12 | 10-Q | 10.32 | 8/14/2017 | 001-35064 | |||||||||
10.13† | 10-K | 10.26 | 3/14/2018 | 001-35064 | |||||||||
10.14† | 10-K | 10.27 | 3/14/2018 | 001-35064 | |||||||||
10.15 | 10-K | 10.28 | 3/14/2018 | 001-35064 | |||||||||
10.15.1 | 10-Q | 10.1 | 5/10/2018 | 001-35064 | |||||||||
10.15.2 | 10-Q | 10.3 | 8/20/2018 | 001-35064 | |||||||||
10.16 | 10-Q | 10.2 | 5/10/2018 | 001-35064 | |||||||||
10.16.1 | 10-Q | 10.5 | 8/20/2018 | 001-35064 | |||||||||
10.17 | 10-Q | 10.3 | 5/10/2018 | 001-35064 | |||||||||
10.17.1 | 10-Q | 10.4 | 8/20/2018 | 001-35064 | |||||||||
10.18 | 8-K | 10.2 | 1/3/2018 | 001-35064 | |||||||||
10.19 | 8-K | 10.2 | 1/3/2019 | 001-35064 | |||||||||
10.20 | 8-K | 10.1 | 2/4/2019 | 001-35064 | |||||||||
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10.21† | 8-K | 10.1 | 12/16/2019 | 001-35064 | |||||||||
10.22† | 8-K | 10.1 | 11/18/2019 | 001-35064 | |||||||||
10.23† | 8-K | 10.2 | 11/18/2019 | 001-35064 | |||||||||
10.24 | 8-K | 10.1 | 6/14/2019 | 001-35064 | |||||||||
10.25 | 8-K | 10.2 | 6/14/2019 | 001-35064 | |||||||||
10.26 | 8-K | 10.1 | 6/24/2019 | 001-35064 | |||||||||
10.27 | 8-K | 10.1 | 7/24/2019 | 001-35064 | |||||||||
10.28 | 8-K | 10.1 | 8/21/2019 | 001-35064 | |||||||||
10.29 | 8-K | 10.2 | 8/21/2019 | 001-35064 | |||||||||
10.30 | 8-K | 10.3 | 8/21/2019 | 001-35064 | |||||||||
10.31 | 8-K | 10.4 | 8/21/2019 | 001-35064 | |||||||||
10.32 | 8-K | 10.5 | 8/21/2019 | 001-35064 | |||||||||
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10.33 | 8-K | 10.6 | 8/21/2019 | 001-35064 | |||||||||
10.34 | 8-K | 10.1 | 2/15/2019 | 001-35064 | |||||||||
21.1 | 10-K | 21.1 | 3/13/2020 | 001-35064 | |||||||||
23.1 | * | ||||||||||||
31.1 | * | ||||||||||||
31.2 | * | ||||||||||||
32.1 | 10-K | 32.1 | 3/13/2020 | 001-35064 | |||||||||
32.2 | 10-K | 32.2 | 3/13/2020 | 001-35064 | |||||||||
101 | Interactive Data Files. | 10-K | 101 | 3/13/2020 | 001-35064 | ||||||||
101.INS | 10-K | 101.INS | 3/13/2020 | 001-35064 | |||||||||
101.SCH | 10-K | 101.SCH | 3/13/2020 | 001-35064 | |||||||||
101.CAL | 10-K | 101.CAL | 3/13/2020 | 001-35064 | |||||||||
101.TAX | XBRL Taxonomy Definition Linkbase Document 10.1 & 10.2 | 10-K | 101.TAX | 3/13/2020 | 001-35064 | ||||||||
101.LAB | 10-K | 101.LAB | 3/13/2020 | 001-35064 | |||||||||
101.PRE | 10-K | 101.PRE | 3/13/2020 | 001-35064 | |||||||||
†† | Certain portions of the exhibit have been omitted pursuant to a confidential treatment order. An unredacted copy of the exhibit has been filed separately with the United States Securities and Exchange Commission pursuant to the request for confidential treatment. |
* | Filed herewith. |
† | Management compensatory arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EMERGENT CAPITAL, INC. | |
By: | /S/ PATRICK CURRY |
Name: | Patrick J. Curry |
Title: | Chief Executive Officer |
Date: March 16, 2020
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