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 reported event): ~~November~~February 2520, ~~2024~~2025

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.)
551 Madison Ave Suite 800 New York, New York (Address of Principal Executive Offices)		10022 (Zip Code)

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

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

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 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

~~On November 25, 2024, GlassBridge Enterprises, Inc.~~ (~~the “Company”~~a) ~~entered into the First~~ ~~Amendment~~Dismissal ~~to 382 Rights Agreement, dated as~~ of ~~December~~Independent 1,Registered ~~2021~~Public ~~(the~~Accounting “Rights Agreement”), between the Company and Equiniti Trust Company, LLC, as rights agent (the “First Amendment”). The First Amendment, which was unanimously approved by the Company’s board of directors, makes the following changes:Firm

	1.	Extends the expiration date of the Rights Agreement from December 1, 2024 to December 1, 2027.
	2.	Expands the definition of “Acquiring Person” and excludes Existing Holder from the definition of “Acquiring Person,” so that the updated definition of “Acquiring Person” is:

The audit committee (the “Audit Committee”) of the Board of Directors of GlassBridge Enterprises Inc. (the “Company”) dismissed Turner, Stone & Company, L.L.P. (“Turner Stone & Company”) as its independent registered public accounting firm effective as of February 20, 2025.

~~“Acquiring~~To ~~Person” shall mean any Person (1) who or which~~date, ~~together~~the ~~with~~Company ~~all~~has ~~Affiliates~~not ~~and~~filed ~~Associates~~its ofannual ~~such~~reports ~~Person,~~on isForm or10-K ~~becomes~~for the ~~Beneficial Owner~~years ofended ~~4.90%~~December ~~or more of the Outstanding Shares~~31, ~~regardless~~2024 ~~whether such Person continues to be the Beneficial Owner of 4.90%~~ or ~~more of~~December ~~the Outstanding Shares or (2) whose acquisition of Outstanding Shares causes an increase in the ownership of Outstanding Shares~~31, ~~as determined~~2023. ~~for~~For ~~purposes of Section 382 of~~ the ~~Code, by one or more “5-percent shareholders” (within the meaning of Section~~years ~~382(k)(7)~~ended ofDecember ~~the Code) that the Board determines~~31, in2022 ~~its sole~~ and ~~absolute discretion~~2021, ~~could~~the ~~have~~audit areports ~~material~~of ~~adverse~~Turner ~~impact~~Stone on& ~~the ability of the~~ Company todid ~~utilize the Tax Benefits; provided, however, that an “Acquiring Person” shall~~ not ~~include~~contain an Exempt Person. Notwithstanding the foregoing: (A) no Person shall become an “Acquiring Person” solely as a result of (w) a reduction in the number of Outstanding Shares due to the repurchase of shares of Common Stock by the Company for cash or any other considerationadverse, ~~(x)~~ adisclaimer ~~dividend or distribution paid or made by the Company on the outstanding shares~~ of ~~Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock~~, ~~(y) the exercise of any options, warrants, rights~~ or ~~similar interests (or the issuance of~~qualified ~~shares~~opinion ofand ~~restricted~~were ~~stock)~~not ~~granted~~qualified ~~by the Company to its directors, officers and employees and/~~or ~~(z)~~modified ~~an Exempt Transaction; and (B) if the Board determines in good faith that a Person who would otherwise be an “Acquiring Person” has become such inadvertently, and such Person divests~~ as ~~promptly as practicable (as determined by the Board) or enters into a written agreement with the Company~~ to ~~divest~~ ~~a sufficient number of shares of Common Stock~~uncertainty, inaudit ~~the manner determined by the Board in its sole discretion~~scope, ~~so that such Person would no longer be an “Acquiring Person”, then such Person shall not be deemed to be~~ or ~~have~~accounting ~~become an “Acquiring Person” at any time for any purposes of this Agreement~~principles.

3.During the ~~Expands~~Company’s two most recent fiscal years and the ~~definition~~subsequent interim periods through February 20, 2025, there were no disagreements, within the meaning of Item304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“~~Exempt~~Regulation ~~Person~~S-K”) soand ~~that~~the related instructions thereto, with Turner Stone & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the ~~updated~~satisfaction ~~definition~~of Turner Stone & Company, would have caused it to make reference to the subject matter of ~~“Exempt~~the ~~Person”~~disagreements ~~is:~~in connection with its reports. Also during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

~~“Exempt~~The ~~Person”~~Company ~~shall~~has ~~mean~~provided ~~the~~Turner Stone & Company orwith ~~any~~the ~~Subsidiary~~disclosures ofunder ~~the~~this ~~Company~~Item 4.01(a), ~~any~~and ~~person~~has requested them to furnish the ~~extent~~Company with soa ~~designated~~letter byaddressed to the ~~Board~~Securities and ~~any~~Exchange ~~employee benefit~~Commission ~~plan~~stating ofwhether ~~the~~it ~~Company,~~agrees orwith ofthe ~~any~~statements ~~Subsidiary~~made ofby the Company orin this ~~any~~Item ~~Person~~4.01(a) orand, ~~entity~~if ~~organized~~not, ~~appointed~~stating orthe ~~established~~respects byin ~~the~~which it does not agree. Turner Stone & Company ~~for~~’s orletter ~~pursuant~~is filed as Exhibit 16.1 to ~~the~~this ~~terms~~Current ofReport ~~any~~on ~~such~~Form ~~plan~~8-K.

4.(b) Appointment ~~Deletes~~of ~~the~~New ~~definition~~Independent ofRegistered ~~“Existing~~Public ~~Holder.”~~Accounting Firm

~~The~~On ~~foregoing~~February ~~description~~10, of2025, the ~~First~~Audit ~~Amendment~~Committee ~~does~~approved ~~not~~the ~~purport~~engagement toof beWithum ~~complete~~Smith+Brown, ~~and~~PC is(“Withum”) ~~qualified~~as in its ~~entirety~~new byindependent registered ~~reference~~public toaccounting firm for the ~~First Amendment~~fiscal year ending December 31, ~~which~~2023, issubject ~~filed~~to ascompletion ~~Exhibit~~of ~~4.2~~Withum’s ~~hereto~~standard ~~and~~client acceptance ~~incorporated~~process ~~herein~~to bybe ~~reference,~~effective ~~and~~immediately upon the ~~Rights~~termination ~~Agreement,~~of ~~which~~Turner isStone ~~filed~~& asCompany. ~~Exhibit~~This decision was made pursuant to 4the authority of the Audit Committee as specified in its charter.1 ~~hereto~~On ~~and~~February ~~incorporated~~20, ~~herein~~2025, bythe ~~reference~~Company executed the Withum engagement letter.

~~Item~~During ~~3.03.~~the ~~Material~~fiscal ~~Modifications~~years ended December 31, 2022 and 2021, and the subsequent interim period through February 20, 2025 neither the Company, nor any party on behalf of the Company, consulted with Withum with respect to ~~Rights~~either (i) the application of ~~Security~~accounting ~~Holders~~principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Withum that Withum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
Exhibit No.		Description
4.1		Rights Agreement, dated as of December 1, 2021, by and between GlassBridge Enterprises, Inc. and Equiniti Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 1, 2021).
16.1		Letter from Turner, Stone & Company, L.L.P. dated March 10, 2025
4.2		First Amendment to Rights Agreement, dated as of November 25, 2024, by and between GlassBridge Enterprises, Inc. and Equiniti Trust Company, LLC, as Rights Agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		GlassBridge Enterprises, Inc.
		(REGISTRANT)
Date:	~~November~~March 2610, ~~2024~~2025	By:	/s/ Daniel Strauss
			Daniel Strauss
			Chief Executive Officer

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