false 0000876883 0000876883 2024-08-02 2024-08-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 2, 2024

 

 

STAGWELL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware 001-13718 86-1390679

(State or Other Jurisdiction
of Incorporation)

 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

 

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:

 

¨ 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
Class A Common Stock, $0.001 par value STGW NASDAQ

 

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 3.02Unregistered Sales of Equity Securities.

 

On August 2, 2024, Stagwell Inc. (the “Company”) entered into an agreement (the “Agreement”) to purchase all of the equity interests in a government consulting, public policy and communications company (the “Acquiree Company”) from the owners of the Acquiree Company (the “Sellers”). Closing of the transaction is subject to regulatory approval and customary closing conditions. Pursuant to the Agreement, at closing of the transaction, the Company will issue up to $17.5 million in shares of Class A common stock of the Company (“Stagwell Stock”). In addition, pursuant to the Agreement, the Company has a contingent obligation to make a payment based on the Acquiree Company’s achievement of specified financial performance criteria for the two-year period beginning on the closing date and a contingent obligation to make a second payment based on the Acquiree Company’s achievement of specified financial performance criteria for the two-year period beginning on the second anniversary of the closing date. The Company may elect to pay up to a maximum of $45.0 million of the contingent payments, if any, in Stagwell Stock.

 

The issuance of Stagwell Stock to the Sellers pursuant to the Agreement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will receive no cash proceeds and no commissions will be paid to any person in connection with the issuance.

 

 

 

  

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: August 8, 2024

 

  STAGWELL INC.  
     
  By: /s/ Peter McElligott
    Peter McElligott
    General Counsel

 

 

 

v3.24.2.u1
Cover
Aug. 02, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 02, 2024
Entity File Number 001-13718
Entity Registrant Name STAGWELL INC.
Entity Central Index Key 0000876883
Entity Tax Identification Number 86-1390679
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One One World Trade Center
Entity Address, Address Line Two Floor 65
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10007
City Area Code 646
Local Phone Number 429-1800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value
Trading Symbol STGW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Stagwell (NASDAQ:STGW)
Historical Stock Chart
From Jul 2024 to Aug 2024 Click Here for more Stagwell Charts.
Stagwell (NASDAQ:STGW)
Historical Stock Chart
From Aug 2023 to Aug 2024 Click Here for more Stagwell Charts.