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): ~~December~~May 15, ~~2022~~2023

GWG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36615

Delaware		26-2222607
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

325 North St. Paul Street, Suite 2650, Dallas, TX 75201

(Address of principal executive offices, including zip code)

(612) 746-1944

(Registrant’s telephone number, including area code)

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:

☐	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
Common Stock		GWGHQ		*

On May 18, 2022, Nasdaq Stock Market LLC filed a Form 25 delisting and deregistering the shares of common stock, par value $0.001 per share, of GWG Holdings, Inc. from The Nasdaq Stock Market, which became effective ten days after the filing of the Form 25. GWG Holdings, Inc.’s common stock began trading exclusively on the over-the-counter market on April 29, 2022 under the symbol GWGHQ.

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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

OnAs ~~December~~previously 15disclosed, ~~2022,~~ GWG Holdings, Inc. (the “Company”) ~~entered into a Superpriority Secured Debtor-In-Possession Credit~~ and ~~Guaranty~~certain ~~Agreement~~of ~~(the “DIP~~its ~~Credit~~subsidiaries ~~Agreement”)~~have ~~with~~filed ~~the~~a ~~Company,~~voluntary ~~GWG~~petition ~~Life,~~for ~~LLC,~~reorganization ~~GWG~~under ~~DLP~~chapter ~~Funding~~11 ~~IV,~~of ~~LLC~~title 11 ~~(“DLP~~of ~~IV”)~~the ~~and~~U.S. ~~GWG~~Code ~~DLP~~in ~~Funding VI,~~the ~~LLC~~Bankruptcy ~~(“DLP~~Court ~~VI”) as borrowers~~ (~~collectively,~~ the “~~Borrowers~~Court”), ~~GWG~~for ~~Life~~the ~~USA,~~Southern ~~LLC,~~District ~~GWG~~of ~~DLP~~Texas ~~Funding V Holdings, LLC and GWG DLP Funding V, LLC, as guarantors~~ (~~collectively,~~ the “~~Guarantors”~~Chapter ~~and,~~11 ~~together with the Borrowers, the “Obligors~~Cases”),. ~~Vida~~On ~~Insurance~~May ~~Credit Opportunity Fund III GP~~15, ~~LLC~~2023, ~~as administrative agent and collateral agent (~~the ~~“Administrative~~Company ~~Agent~~issued ~~and Collateral~~a ~~Agent”),~~press ~~and~~release ~~each~~announcing ofthat ~~the~~it ~~other~~has ~~financial~~formally ~~institutions~~commenced ~~from time to time party thereto (the “Lenders”) pursuant to which the Lenders have agreed to provide~~ a ~~revolving~~solicitation ~~credit facility in an aggregate principal amount~~ of upvotes tofor ~~$40 million and~~ a ~~term loan~~plan ~~credit facility in an aggregate principal amount~~ of ~~approximately $564,125,839. The Obligors and the Administrative Agent and Collateral~~reorganization ~~Agent also entered into a Debtor-In-Possession Security Agreement~~ (the “~~DIP Security Agreement~~Plan”) ~~and~~in ~~together~~connection with ~~DIP Credit Agreement~~ the ~~“Agreements”)~~Chapter as11 ofCases. ~~such~~A ~~date~~copy ~~related~~of to the ~~DIP~~press ~~Credit~~release ~~Agreement~~is attached to ~~pledge~~this ~~their~~Current ~~assets~~Report ason ~~collateral~~Form 8-K toas ~~the Lenders~~Exhibit 99.1.

~~The~~Important ~~maturity~~Information ~~date~~About of the ~~DIP Credit~~Proposed ~~Agreement~~Plan ~~is October 15, 2023,~~ and ~~borrowings~~Where under the DIP Credit Agreement bear interest at the sum of the Interest Rate Adjustment (as defined in the DIP Credit Agreement) plus the LTV Adjustment (as defined in the DIP Credit Agreement), which initially is 9.22% per annum. The DIP Credit Agreement is secured by substantially all of the assets of the Obligors under the DIP Security Agreement. The DIP Credit Agreement includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. The proceeds of all or a portion of the revolving credit facility may be used for payments related to ~~the life settlement portfolios owned by DLP IV and DLP VI. The proceeds of all or a portion of the term loan credit facility~~Find may be used for the repayment of the Existing DIP Financing (as defined in the DIP Credit Agreement), the repayment of the SPV Credit Facilities (as defined in the DIP Credit Agreement) and, among other things, general corporate purposes, including working capital, administrative costs, expenses and fees of the transactions contemplated by the Chapter 11 Cases, for payment of court approved adequate protection obligations and other such purposes consistent with the DIP Credit Agreement.It

~~The~~In ~~foregoing~~connection ~~description~~with the proposed Plan, the Company has filed a Disclosure Statement, the Plan and a Summary of Treatment for Bondholders with the ~~DIP~~Court. ~~Credit~~The ~~Agreement~~Disclosure Statement and ~~DIP~~other ~~Security~~relevant ~~Agreement~~documents ~~does~~have been ~~not~~sent ~~purport~~or given to becreditors ~~complete~~of the Company as of the record date established for voting on the proposed Plan and iscontain ~~qualified~~important information inabout ~~its~~the ~~entirety~~proposed byPlan ~~reference~~and related matters. Stakeholders of the Company and other interested persons are advised to read the ~~DIP~~Disclosure ~~Credit~~Statement, ~~Agreement~~the Plan and ~~DIP~~the ~~Security~~Summary ~~Agreement~~Treatment for Bondholders, ~~copies~~in connection with the Company’s solicitation of ~~which~~votes for ~~are~~the ~~attached~~approval toof ~~this~~the ~~Current~~proposed ~~Report~~Plan onbecause ~~Form~~these ~~8-K~~documents ascontain ~~Exhibits~~important ~~10.1~~ information about the Company and 10the proposed Plan.2 ~~and~~The Plan, ~~incorporated~~the ~~herein~~Disclosure byStatement, ~~reference~~the Summary of Treatment for Bondholders as well as related pleadings are available free of charge online at: https://www.donlinrecano.com/Clients/gwg/Static/ConfirmationDocuments.

~~The foregoing~~Court ~~descriptions~~filings ofand information about the ~~Agreements~~Chapter ~~are~~11 ~~qualified~~Cases incan ~~their~~be ~~entirety~~found at bya ~~the~~website ~~terms~~maintained ofby the ~~Agreements~~Company’s claims agent, ~~copies~~Donlin ofRecano ~~which~~& ~~are~~Company, ~~filed~~at ~~as Exhibits~~their ~~10.1~~website ~~and~~at 10https://www.2donlinrecano.com/gwg, or toby ~~this~~calling ~~Current~~1 (888) ~~Report~~508-2507 ~~on Form 8~~(toll-Kfree) ~~and~~or ~~are~~by ~~incorporated~~email ~~herein~~at ~~by reference~~gwginfo@donlinrecano.com.

The information contained in this Item 27.0301 ~~Creation~~shall not be deemed to be “filed” for purposes of ~~Direct~~Section ~~Financial~~18 ~~Obligation~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ~~Obligation~~otherwise ~~Under~~subject anto ~~Off-Balance~~the ~~Sheet~~liabilities ~~Arrangement~~of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a ~~Registrant~~filing.

~~The information set forth in~~ Item 19.01. ofFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K is incorporated by reference into this Item 2~~Exhibits.~~03.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of the Company dated May 15, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1		Superpriority Secured Debtor In Possession Credit and Guarantee Agreement, dated as of December 15, 2022
10.2		Debtor-In-Possession Security Agreement, dated as of December 15, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1SIGNATURES

~~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.

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.

	GWG HOLDINGS, INC.

Date: May 15, 2023	By:	/s/ Michael A. Tucker
	Name:	Michael A. Tucker
	Title:	Chief Financial Officer

	GWG HOLDINGS, INC.
Date: December 19, 2022	By:	/s/ Jeffrey S. Stein
	Name:	Jeffrey S. Stein
	Title:	Chief Executive Officer

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