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~~Pursuant ofto ~~Report~~Section ~~(date~~13 ofor ~~earliest reported event~~15(d)~~: February 9, 2024~~

of the Securities Exchange Act of 1934

Date of Report (date of earliest reported event): May 9, 2024

GLASSBRIDGE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 001-14310

Delaware		41-1838504
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)
18 East 50th Street, FL7 New York, New York		10022
551 Madison Ave Suite 800 New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 220-3300

18 East 50th Street, FL7

New York, New York, 10022

(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
None		Not applicable		None

Item 1.01 Entry into a Material Definitive Agreement.

~~Purchase~~Loan ~~of Additional Mortgage Servicing Rights~~Agreement

~~Pursuant~~On toMay ~~the~~9, ~~terms~~2024, ofGB ~~the~~HEI, ~~previously~~LLC ~~filed Reference Spread Payment Agreement~~ (the “~~RSPA~~Borrower” or “GB HEI”), ~~dated~~a ~~September~~wholly-owned ~~29,~~indirect ~~2023,~~ subsidiary of GlassBridge Enterprises, Inc. (the “Company”), ~~purchased~~and ~~additional~~GB ~~Mortgage~~HRP, ~~Servicing~~LLC ~~Rights~~ (“~~MSRs~~GB HRP”), ~~and assumed~~a ~~related~~wholly-owned ~~obligations~~subsidiary ~~from~~of ~~Greenway~~the ~~Mortgage~~Company, ~~Holding~~entered ~~Corporation~~into ~~(“Greenway”)~~a onLoan and ~~February~~Security ~~12,~~Agreement ~~2024~~ (the “~~Subsequent~~EWB ~~Closing~~Loan Agreement”)., ~~Under~~and ~~the~~East ~~transaction~~West Bank, ~~the~~a ~~Company~~California ~~acquired~~corporation ~~the~~(“East ~~MSRs~~West ~~for 9~~Bank”),~~350~~ as ~~fixed~~a ~~rate~~lender ~~residential~~and ~~Mortgage Loans~~as ~~with~~agent anfor ~~aggregate~~the ~~value~~other oflenders ~~approximately~~from ~~$1,412,416,027,~~time ~~for~~to atime ~~total~~party ~~purchase~~thereto, ~~price~~providing ofthe ~~$22,980,008~~Borrower (with ~~90%~~a ofrevolving ~~the~~loan ~~purchaser~~facility ~~price~~pursuant ~~paid at closing; 5%~~ to bewhich ~~paid~~East ~~two~~West ~~(2)~~Bank ~~business~~and ~~days after~~ the ~~transfer~~lenders ~~date~~agree ~~(estimated~~ to beadvance ~~May~~to 1,the ~~2024)~~Borrower ~~and 5~~70% toof ~~be paid upon~~ the ~~Company’s~~net ~~receipt~~funded balance of ~~the~~eligible ~~trial~~home ~~balances~~equity option ~~and~~contracts ~~all~~from ~~mortgage~~time ~~loan~~to ~~file~~time ~~data~~purchased ~~and~~by ~~documentation.~~the ~~The~~Borrower, ~~purchase~~subject ~~price~~to ~~was based on~~ the ~~purchase~~terms ~~price~~and ~~percentage~~conditions ofset ~~1.627%~~forth ~~(calculated~~in bythe ~~multiplying~~EWB ~~the~~Loan ~~purchase~~Agreement. All ~~price~~capitalized ~~percentage~~terms bynot ~~the~~otherwise ~~unpaid~~defined ~~principal balance~~herein ofhave the ~~underlying~~meanings ~~Mortgage~~ascribed ~~Loans~~thereto asin of the ~~sale~~EWB ~~date)~~Loan Agreement.

~~After the~~The ~~sale~~aggregate ~~date,~~amount ~~an affiliate~~ of ~~Greenway~~the ~~will~~Revolving ~~continue~~Loan toCommitments ~~service~~under the ~~loans~~EWB ~~with~~Loan Agreement ~~its~~is ~~subservicer~~$35,000,000; ~~Valon.~~provided Tothat ~~effect~~in the ~~purchase~~sole discretion of East West Bank and the ~~subsequent~~other ~~transfer~~lenders, ~~Greenway~~the ~~has~~Revolving ~~made~~Loan ~~customary~~Commitment may ~~representations~~be ~~and~~increased ~~warranties~~up to $50,000,000. asThe ~~well~~Scheduled asMaturity Date is May 9, ~~provided~~2031. ~~indemnification~~Advances ~~rights~~under the Revolving Loan Commitments will be ~~including~~available ~~for~~through ~~the~~May ~~servicer~~9, ~~subservicer~~2026, orunless ~~Greenway’s~~the ~~failure~~Revolving toPeriod ~~comply~~is ~~with~~earlier ~~applicable~~terminated ~~requirements~~following ~~and~~an ~~accepted~~Event ~~servicing~~of Default or other early amortization ~~practices~~trigger. ~~relating~~All toadvances under the ~~servicing~~EWB ofLoan ~~the~~Agreement ~~related~~bear ~~Mortgage~~interest ~~Loans~~bear orinterest ~~any~~at ~~breach~~Term ofSOFR ~~its~~plus ~~representations~~3.25%, ~~warranties~~with orinterest ~~covenants~~payable inmonthly. ~~the~~The ~~RSPA~~Borrower borrowed $9,291,800 orunder ~~any~~the ~~termination~~EWB ofLoan Agreement at the ~~servicer~~closing, asand ~~servicer~~paid ~~for~~off ~~cause~~the by$4,000,000 ~~Fannie~~loan ~~Mae~~under ora ~~Freddie~~loan ~~Mac~~and security agreement with Point Digital Finance, Inc. which was previously disclosed.

~~The~~Performance RSPA has been filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on November 14, 2023. This summary description of the RSPA does not purport to be complete and is qualified in its entirety by reference to the agreement, which is incorporated herein by reference as Exhibit 10.1.Covenants

~~Point~~The ~~Digital~~occurrence ~~Transaction~~of one of the following asset performance-related triggers will result in an event of default under the EWB Loan Agreement: (a) the three-month rolling average Resolution Rate, tested monthly, is less than (i) during the first six months of the revolving credit facility, 5.0% and ~~Financing~~(ii) thereafter, 7.5% or (b) the aggregate Intrinsic Value of all home equity option contracts financed under the EWB Loan Agreement becomes less than 85% of the aggregate net funded balance of all home equity option contracts financed under the EWB Loan Agreement. The occurrence of either trigger may be cured by making additional principal payments within 5 business days of such occurrence.

AsEvents ~~previously disclosed, on December 29, 2023, GB HRP, LLC (“GB”), a wholly owned subsidiary~~ of the Company, entered into a series of agreements with Point Digital Finance, Inc. (“Point”), including a forward flow purchase facility, pursuant to which GB has committed to purchase up to $100 million of home equity interest option assets originated by Point (“Option Assets”). On January 3, 2024, GB funded $5,000,000 for Option Assets. Thereafter, on January 30, 2024 GB funded a total of $2,500,000 for certain additional Option Assets and on February 14, 2024, GB funded a total of $2,500,000 for certain additional Option Assets.Default

ToThe ~~finance~~EWB ~~additional purchases of Option Assets in the future, on February 9, 2024, GB entered a loan and security agreement (the “~~Loan Agreement”) ~~with~~provides ~~Point~~for tocustomary ~~obtain~~events ~~a committed revolving line~~ of ~~credit~~default (~~the~~subject ~~“Line of Credit”)~~ in ~~the principal~~certain ~~amount~~cases ofto upcustomary tograce ~~$10,000,000~~and ~~(the~~cure ~~“Loan”~~periods)., ~~The~~which ~~Loan~~include nonpayment ~~is evidenced by certain revolving line~~ of ~~credit note (the “Note”). GB may borrow under the Note until May 31~~principal, ~~2024~~premium, orif ~~such~~any, ~~later~~and ~~date~~interest, aswhen ~~may be designated by Point by written notice from Point to GB. Pursuant to the Note~~due, ~~advances~~breach ~~under the Line~~ of ~~Credit~~covenants ~~will~~in ~~be used solely for~~ the ~~purchase~~EWB ofLoan ~~Option~~Agreement, ~~Assets.~~payment GBdefaults ~~covenants on behalf~~or acceleration of ~~itself~~other ~~and~~indebtedness, ~~its~~a ~~affiliates~~failure ~~not~~ to ~~apply~~pay ~~any~~certain ~~proceeds~~judgments ~~from~~and ~~the~~certain ~~Loan~~events toof ~~the~~bankruptcy ~~purchase,~~and ~~investment~~insolvency. orIf ~~other~~an ~~acquisition~~event of ~~any right, title~~ ordefault ~~interest~~occurs inand ~~any~~is ~~residential~~continuing, ~~option~~East ~~contract~~West orBank ~~other~~may ~~asset~~declare ofthe aoutstanding ~~type~~principal ~~similar~~balance totogether ~~the~~with ~~Option~~all ~~Assets,~~accrued ~~until~~but ~~the~~unpaid ~~later of (a) December~~interest ~~31,~~on ~~2024 and (b)~~ the ~~date~~obligations onunder ~~which~~ the EWB Loan isAgreement ~~repaid in full~~ and all ~~commitments~~other ofsums ~~Point~~due toand ~~provide~~payable ~~advances~~by ~~under~~ the ~~Loan~~Borrower ~~have~~to ~~terminated. Any~~East ~~breach~~West ofBank ~~this covenant will obligate GB~~ to ~~pay~~be toimmediately due ~~Point~~and ~~$1,000,000 as an exclusivity breach fee~~payable. GBThese ~~has~~events ~~assigned~~of ~~and~~default ~~granted~~are ~~to Point~~subject ~~a continuing lien on and security interest in and~~ to ~~GB – GB HRP, LLC,~~ a ~~separate series of Point Titling Trust~~qualifications, alimitations ~~Delaware Statutory~~and ~~Trust,~~exceptions ~~represented by~~ that ~~certain~~are ~~Point~~described ~~Titling~~in ~~Trust,~~the GBEWB ~~– GB HRP, LLC SUBI Certificate, Number 1, dated December 29,~~Loan ~~2023~~Agreement.

~~The~~Pledge ~~Loan~~ Agreement and Note have been filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K. This summary description of these agreements does not purport to be complete and is qualified in its entirety by reference to these agreements, which are incorporated herein by reference.

~~Amendment~~On May 9, 2024, the Borrower and GB HRP entered into a pledge agreement (the “Pledge Agreement”). Pursuant to ~~Stock~~the ~~Purchase~~Pledge Agreement, GB HRP has pledged 100% of its membership interest of GB HEI to East West Bank as collateral security for the obligations of the Borrower under the EWB Loan Agreement.

~~Pursuant to the previously announced certain Stock Purchase Agreement (the “Purchase Agreement”) dated as of September 25~~Sale, ~~2023,~~ ~~with~~Contribution ~~Tacora Capital, LP (“Tacora”), a Delaware limited partnership, as buyer, (a) at the Initial Closing, Company sold~~ and ~~issued~~Transfer ~~to Tacora, and Tacora purchased from Company, the Initial Closing Purchased Securities, and (b) in accordance with Section 14 of the Term Loan~~ Agreement, from time to time after the Initial Closing, Company agreed to issue to Tacora and Tacora agreed to purchase from Company the remaining 32,775 shares of Preferred Stock, 17,500 Series 1 RSUs and 35,000 Series 2 RSUs (collectively, the “Initial Remaining Securities”). To date, the Company issued to Tacora 32,775 shares of Preferred Stock, 17,500 Series 1 RSUs and 35,000 Series 2 RSUs.

On ~~February~~May 139, 2024, ~~the~~GB ~~Company~~HRP and ~~Tacora~~GB HEI entered into ~~the~~a ~~First~~sale, ~~Amendment~~contribution toand ~~Stock~~transfer ~~Purchase~~agreement ~~Agreement~~ (the “~~Amendment~~Transfer Agreement”) ~~to increase Tacora’s investment in the Company by $10~~,~~000,000.~~ ~~Pursuant~~ pursuant to ~~the~~which ~~Amendment,~~GB ~~Tacora~~HRP has ~~agreed~~transferred to ~~purchase~~ ~~from~~GB ~~Company,~~HEI ~~and~~substantially ~~Company~~all ~~has~~home ~~agreed~~equity tooption ~~sell~~contracts ~~and~~acquired ~~issue~~from toPoint ~~Tacora,~~Digital ~~up to an additional ten thousand (10~~Finance,~~000)~~ ~~shares of Preferred Stock for a price per share equal to the Per Preferred Share Price ($1,000 per share), without the purchase of any additional Series 1 RSUs or Series 2 RSUs~~Inc. ~~All capitalized terms used but not otherwise defined herein have the meanings set forth in the Purchase Agreement. To date, the Company issued to Tacora 1,484 shares of Preferred Stock.~~

The Loan ~~Purchase~~ Agreement ~~has been filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on September 29~~, ~~2023.~~Pledge ~~This summary description of the Purchase~~ Agreement ~~does not purport to be complete~~ and isTransfer ~~qualified~~Agreement inhave ~~its~~been ~~entirety~~filed byas ~~reference to~~Exhibits ~~the agreement~~10.1, ~~which is incorporated herein by reference as Exhibit~~ 10.4.2 ~~The Amendment~~and ~~has been filed as Exhibit~~ 10.53 to this Current Report on Form 8-K. This summary description of ~~the~~these ~~Amendment~~agreements does not purport to be complete and is qualified in its entirety by reference to ~~the agreement~~these agreements, which isare incorporated herein by reference.

~~Equity-based~~Item ~~Awards~~2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~As previously~~On ~~disclosed,~~May ~~on September 22~~9, 2023, the Board of GlassBridge Enterprises, Inc. (the “Company”) approved GlassBridge Enterprises, Inc. Equity Incentive Plan, effective as of September 22, 2023, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date. As of January 24, 2024, ~~the~~GB ~~Board~~HEI ~~approved~~entered ~~GlassBridge~~into ~~Enterprises, Inc. Amended and Restated Equity Incentive Plan, effective as of September 22, 2023. From time to time, pursuant to~~ the ~~terms~~EWB ofLoan ~~the Plan,~~Agreement ~~the Company grants equity-based awards, including stock options, restricted stock units (“RSUs”), restricted stock,~~ and ~~stock~~Pledge ~~appreciation rights to executive officers~~Agreement, ~~directors, other employees of the Company and its subsidiaries, and consultants.~~ ~~The Plan has been filed~~ as ~~Exhibits~~described ~~10.6~~in toItem ~~this Current Report on Form 8-K~~1.01 ~~The~~above ~~following forms of award agreements, filed as Exhibits 10.7, 10.8, 10.9, 10.10~~ and ~~10.11 are used for awards under the Plan to executive officers, directors, other employees, and consultants, as applicable, and are~~ incorporated herein by ~~reference~~this ~~herein:~~reference.

● Form of GlassBridge Enterprises, Inc. 2023 Equity Incentive Plan Restricted Stock Unit Agreement ● Form of GlassBridge Enterprises, Inc. 2023 Equity Incentive Plan Incentive Stock Option Agreement ● Form of GlassBridge Enterprises, Inc. 2023 Equity Incentive Plan Non-Qualified Stock Option Agreement ● Form of GlassBridge Enterprises, Inc. 2023 Equity Incentive Plan Stock Appreciation Right Agreement ● Form of Glassbridge Enterprises, Inc. 2023 Equity Incentive Plan Restricted Stock Agreement

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Executive Officer Option and RSU Awards

On January 24, 2024, the Company memorialized the award of 5,845 restricted stock units (“RSUs”) and options to purchase 2,067 shares of common stock (“Options”) of the Company to Daniel Strauss, the Company’s Chief Executive Officer pursuant to the terms of the Plan. The Company also memorialized the award of 468 RSUs and 166 Options to Francis Ruchalski, the Company’s Chief Financial Officer pursuant to the terms of the Plan. Such grants were previously approved by the Board on September 22, 2023 (the “Grant Date”).

Subject to Mr. Strauss’s and Mr. Ruchalski’s continued service with the Company for the applicable vesting period, the RSUs shall vest in proportion to (a) the number of restricted stock units (the “Series 1 RSUs”) and Series 2 restricted stock units (the “Series 2 RSUs”) purchased by Tacora pursuant to the Purchase Agreement, divided by (b) 75,000 (in all events without duplication) but in any event over a 4-year period in equal quarterly installments beginning on the Grant Date; provided, however, that, notwithstanding the vesting of the RSUs in accordance with the foregoing schedule, the awardee shall not be entitled to receive a cash payment with regard to the vested RSUs issued to the awardee hereunder except as follows: (A) with regard to one-third of the RSUs that vested in accordance with the foregoing clause the awardee shall not be entitled to receive a cash payment until on or after the 3rd anniversary of the Grant Date generally in accordance with the provisions set forth in Section 2 of the Series 1 Restricted Stock Unit Agreement dated as of the Grant Date between the Company and Tacora, and (B) with regard to two-thirds of the RSUs that would have vested in accordance with the foregoing clause the awardee shall not be entitled to receive a cash payment until or after the 6th anniversary of the Grant Date, generally in accordance with the provisions set forth in Section 2 of the Series 2 Restricted Stock Unit Agreement dated as of the Grant Date between the Company and Tacora.

The Options, which have an exercise price of $10.00 per share, will also vest over a 4-year period in equal quarterly installments beginning on the Grant Date until all shares underlying the Option shall have vested.

The RSU awards are being made by RSU Agreements and the Options awards are being made by Incentive Stock Option Agreements. The form of RSU Agreement and the form of Incentive Stock Option Agreement have been filed as Exhibits 10.7 and 10.8 to this Current Report on Form 8-K. This summary description of these agreements does not purport to be complete and is qualified in its entirety by reference to the form of these agreements, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	~~Reference~~Loan ~~Spread~~and ~~Payment~~Security Agreement, dated as of ~~September~~May 299, ~~2023~~2024, by and ~~between~~among ~~Greenway~~GB ~~Mortgage~~HRP, ~~Holding~~LLC, ~~Corporation~~GB ~~and GlassBridge Enterprises~~HEI, ~~Inc.~~LLC ~~(incorporated~~and ~~herein~~East byWest ~~reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023)~~Bank
10.2	~~Loan~~Pledge ~~and Security~~ Agreement, dated as of ~~February~~May 9, 2024, by and between GB HRP, LLC and ~~POINT~~East ~~DIGITAL~~West ~~FINANCE, INC.~~Bank
10.3	Revolving Line of Credit Note, dated as of February 9, 2024, issued by GB HRP, LLC
10.3†	Sale, Contribution and Transfer Agreement, dated as of May 9, 2024, by and between GB HRP, LLC and GB HEI, LLC
10.4	Stock Purchase Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 29, 2023)
10.5	Amendment to Stock Purchase Agreement, dated as of February 13, 2024, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP
10.6	GlassBridge Enterprises, Inc. Amended and Restated Equity Incentive Plan
10.7	Form of Glassbridge Enterprises, Inc. 2023 Equity Incentive Plan Restricted Stock Unit Agreement
10.8	Form of Glassbridge Enterprises, Inc. 2023 Equity Incentive Plan Incentive Stock Option Agreement
10.9	Form of Glassbridge Enterprises, Inc. 2023 Equity Incentive Plan Non-Qualified Stock Option Agreement
10.10	Form of Glassbridge Enterprises, Inc. 2023 Equity Incentive Plan Stock Appreciation Right Agreement
10.11	Form of Glassbridge Enterprises, Inc. 2023 Equity Incentive Plan Restricted Stock Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Exhibits and schedules to this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

Dated: ~~February~~May 15, 2024

GLASSBRIDGE ENTERPRISES, INC.

By:	/s/ Daniel Strauss
Name:	Daniel Strauss
Title:	Chief Executive Officer

Filing Compare · GlassBridge Enterprises, Inc.