Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - HG Holdings, Inc. | ex_180810.htm |
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): April 9, 2020
HG Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
No. 0-14938 |
54-1272589 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
2115 E. 7th Street, Suite 101 Charlotte, North Carolina |
28204 |
|
(Address of principal executive offices) |
(Zip Code) |
|
Registrant’s telephone number, including area code: (252) 355-4610 |
|
|
Not Applicable (Former name or address, if changed since last report) |
|
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):
|
☐ |
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 |
|
None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
As previously reported, HG Holdings, Inc. (the “Company”) entered into a subscription agreement with HC Government Realty Trust, Inc., a Maryland corporation (“HC Realty”) on April 3, 2020, pursuant to which the Company purchased 100,000 shares of HC Realty’s 10.00% Series B Cumulative Convertible Preferred Stock (the “Series B Stock”) for an aggregate purchase price of $1,000,000.
On April 9, 2020, the Company entered into a subscription agreement with HC Realty to purchase an additional 250,000 shares of Series B Stock for an aggregate purchase price of $2,500,000 (the “Subscription Agreement”). Closing under the Subscription Agreement will occur on the earlier of certain property acquisitions by HC Realty or June 1, 2020 and is subject to customary closing conditions. Following the closing under the Subscription Agreement, the Company would own approximately 25.9% of the as converted equity interest in HC Realty. For additional information on the Series B Stock, see the Company’s Current Report on Form 8-K filed March 25, 2019 with respect to the Company’s purchase of 200,000 shares of Series B Stock.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
10.1* |
|
* |
Filed herewith |
||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HG HOLDINGS, INC. | |
| Date: April 10, 2020 |
By: /s/ Bradley G. Garner Bradley G. Garner Principal Financial and Accounting Officer |