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): July 8, 2021
Atlanticus Holdings Corporation
(Exact name of registrant as specified in its charter)
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Georgia | | 000-53717 | | 58-2336689 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328
(Address of principal executive offices)
Registrant’s telephone number, including area code: 770-828-2000
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:
☐ 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 class | Trading Symbol | Name of exchange on which registered |
| | | |
Common stock, no par value | ATLC | Nasdaq Global Select Market |
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7.625% Series B Cumulative Perpetual Preferred Stock, no par value | ATLCP | Nasdaq Global Select Market |
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. ☐
Item 8.01. Other Events.
On July 8, 2021, Atlanticus Holdings Corporation, a Georgia corporation (the “Company”), issued and sold an additional 388,533 shares of the Company’s 7.625% Series B Cumulative Perpetual Preferred Stock, no par value and liquidation preference of $25.00 per share (the “Series B Cumulative Perpetual Preferred Stock”), pursuant to the exercise of the underwriters’ option to purchase additional shares of Series B Cumulative Perpetual Preferred Stock granted to the underwriters in the underwriting agreement (the “Underwriting Agreement”), dated as of June 8, 2021, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters named therein.
The net proceeds to the Company, inclusive of the previously disclosed issuance and sale of 2,800,000 shares of Series B Cumulative Perpetual Preferred Stock pursuant to the Underwriting Agreement, were approximately $76.4 million, after deducting underwriting discounts and estimated offering expenses.
A copy of the legal opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the Series B Cumulative Perpetual Preferred Stock is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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.
| | Atlanticus Holdings Corporation | |
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Date: July 8, 2021 | By: | /s/ William R. McCamey | |
| | | Name: William R. McCamey | |
| | | Title: Chief Financial Officer | |
