Current Report Filing (8-k)
23 September 2021 - 11:22PM
Edgar (US Regulatory)
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2021-09-23
2021-09-23
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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):
September
23, 2021
STAGWELL
INC.
(Exact name of Registrant as Specified in Its
Charter)
Delaware
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001-13718
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86-1390679
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One
World Trade Center, Floor
65, New
York, NY
10007
(Address of principal
executive offices and zip code)
(646)
429-1800
(Registrant’s Telephone Number)
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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock, $0.001 par value
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STGW
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NASDAQ
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.02
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Unregistered Sales of Equity Securities.
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On September 23, 2021, Stagwell Inc. (the “Company”)
provided separate Notices of Conversion (the “Series 6 Notice” and the “Series
8 Notice,” respectively) to each holder of record of each of (i) the Company’s Series 6 Convertible Preferred Stock,
par value $0.001 per share (the “Series 6 Preferred Stock”), and (ii) the
Company’s Series 8 Convertible Preferred Stock, par value $0.001 per share (the “Series
8 Preferred Stock”). Pursuant to the Series 6 Notice, the 50,000 issued and outstanding shares of Series 6 Preferred Stock
will be converted into 12,086,700 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class
A Common Stock”), in the aggregate, on October 7, 2021 (the “Conversion Date”).
Pursuant to the Series 8 Notice, the 73,849 issued and outstanding shares of Series 8 Preferred Stock will be converted into 20,948,746
shares of Class A Common Stock, in the aggregate, on the Conversion Date.
The shares of Class A Common Stock are being issued in reliance upon
the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the Company and existing
security holders where no commission or other remuneration is paid or given directly or indirectly by the Company for soliciting such
exchange.
Item 3.03.
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Material Modification of Rights of Security Holders.
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The information set forth under Items 3.02 and 5.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws.
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On September 22, 2021, in order to simplify the Company’s capital
structure and thereby improve the marketability of its common stock to investors, (i) the Company’s board of directors (acting
with the unanimous approval and upon the unanimous recommendation of the independent and disinterested members of the Company’s
board of directors) and the holder of all of the issued and outstanding shares of Series 6 Preferred Stock approved an amendment to the
Amended and Restated Certificate of Designation of the Series 6 Preferred Stock (the “Series
6 Amendment”), and (ii) the Company’s board of directors (acting with the unanimous approval and upon the unanimous
recommendation of the independent and disinterested members of the Company’s board of directors) and the holders of all of the
issued and outstanding shares of Series 8 Preferred Stock approved an amendment to the Certificate of Designation of the Series 8 Preferred
Stock (the “Series 8 Amendment”). The Series 6 Amendment and the Series 8
Amendment provided, among other things, for the removal of certain ownership-based limitations on the conversion of shares of Series
6 Preferred Stock and Series 8 Preferred Stock, respectively, into shares of Class A Common Stock.
On September 23, 2021, the Company filed
with the Secretary of State of the State of Delaware (i) a Certificate of Amendment to the Amended and Restated Certificate of
Designation of the Series 6 Preferred Stock (the “Series 6 Certificate”)
relating to the Series 6 Amendment and (ii) a Certificate of Amendment to the Certificate of Designation of the Series 8 Preferred
Stock (the “Series 8 Certificate”) relating to the Series 8 Amendment.
The Series 6 Certificate and the Series 8 Certificate are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated
herein by reference.
The foregoing description of the Series 6 Amendment and the Series
8 Amendment is not complete and is qualified in its entirety by reference to the Series 6 Certificate and the Series 8 Certificate.
On September 23, 2021, the Company issued a press release announcing
the conversion of the Series 6 Preferred Stock and the Series 8 Preferred Stock. A copy of this press release is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 23, 2021
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STAGWELL INC.
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By:
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/s/
Frank Lanuto
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Frank
Lanuto
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Chief
Financial Officer
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