UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 21, 2020 (September 17, 2020)

HERITAGE GLOBAL INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (858) 847-0656

Not Applicable

(Former Name or Former 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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On September 17, 2020 (the “Effective Date”), Heritage Global Inc., a Florida corporation (the “Company”), entered into an Employment Agreement (the “New Employment Agreement”) with Kirk Dove, the President and Chief Operating Officer of the Company. Upon the Effective Date, Kirk Dove resigned from his position as President and Chief Operating Officer of the Company and terminated the existing Employment Agreement, dated February 29, 2012, between the Company and Kirk Dove (the “Prior Employment Agreement”) and replaced it with the New Employment Agreement. Pursuant to the terms of the New Employment Agreement, Kirk Dove will continue his employment with the Company in an advisory capacity until December 31, 2024, after which time the New Employment Agreement will terminate and Kirk Dove’s employment with the Company will cease (the “Termination Date”). Kirk Dove is the brother of Ross Dove, the Company’s Chief Executive Officer. The New Employment Agreement was approved by the Company’s Compensation Committee and Audit Committee.

Subject to certain conditions under the New Employment Agreement, the Company has agreed to provide Kirk Dove with a prorata portion of his current base salary and any annual bonus amount owed pursuant to the Prior Employment Agreement for the remainder of 2020; thereafter, the Company will pay Kirk Dove an annual salary of $200,000 until the Termination Date. In addition, the New Employment Agreement provides for an automobile allowance, reimbursement of reasonable expenses, and participation in the Company’s health insurance benefits.

Pursuant to its terms, either Kirk Dove or the Company may terminate the New Employment Agreement upon a material breach by the other party that is not cured within thirty days. The New Employment Agreement contains standard covenants prohibiting the solicitation of employees and customers or suppliers of the Company during the two-year period following the Termination Date and competition against the Company prior to the Termination Date. In addition, Kirk Dove will be subject to a lockup restriction and the Company’s insider trading policy until the Termination Date.

Amendment to Stock Option Award

In connection with Mr. Kirk Dove’s resignation, the Company and Kirk Dove also entered into an amendment (the “Option Amendment”) to the Stock Option Award granted to Kirk Dove on December 9, 2016 (the “Option”). The Option Amendment provides for the continued vesting of the unvested portion of shares granted under the Option, which will become fully vested on December 9, 2020.

The foregoing descriptions of the New Employment Agreement and the Option Amendment are qualified in their entirety by reference to the full text of the New Employment Agreement and the Option Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

See Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

See Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

On the Effective Date, the Board of Directors of the Company (the “Board”), with the approval of the Company’s Audit Committee, made the following executive officer appointments:

On September 18, 2020, Morris Perlis notified the Company of his refusal to stand for re-election to the Board at the 2021 annual

meeting of shareholders (“2021 Annual Meeting”), and his term of service will expire on the date of such meeting. Mr. Perlis’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Pursuant to the Company’s Amended and Restated Articles of Incorporation and Bylaws as amended, the Board plans to engage in a search process and nominate a replacement candidate to the Board for election at the 2021 Annual Meeting.

On September 21, 2020, the Company issued a press release announcing the changes to management discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

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.