false 0000880631 0000880631 2024-08-05 2024-08-05 0000880631 WT:CommonStock0.01ParValueMember 2024-08-05 2024-08-05 0000880631 WT:PreferredStockPurchaseRightsMember 2024-08-05 2024-08-05 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 5, 2024
__________________

 

WisdomTree, Inc.

(Exact name of registrant as specified in its charter)

_____________________

 

 

 

Delaware 001-10932 13-3487784

(State or other jurisdiction

of incorporation)

Commission

File Number:

(IRS Employer

Identification No.)

 

250 West 34th Street

3rdFloor

New York, NY 10119

(Address of principal executive offices, including zip code)

 

(212) 801-2080

(Registrant’s telephone number, including area code)

 

(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 Exchange Act:

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.01 par value   WT   The New York Stock Exchange
Preferred Stock Purchase Rights   WT   The New York Stock Exchange

 

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 8.01.Other Events

 

On August 5, 2024, WisdomTree Asset Management, Inc. (“WTAM”), a wholly-owned subsidiary of WisdomTree, Inc., received a “Wells Notice” from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) advising WTAM that the Staff has made a “preliminary determination” to recommend that the SEC file an enforcement action against WTAM alleging violations of certain provisions of the U.S. federal securities laws. The recommendation may involve a civil injunctive action or other action allowed by law, and may seek remedies that include injunctions, disgorgement, pre-judgement interest, civil money penalties and such other relief as may be available.

 

The alleged violations relate to three exchange-traded series of WisdomTree Trust managed by WTAM that pursued ESG-focused investment strategies (collectively, the “ESG Funds”). The Board of Trustees of WisdomTree Trust, after careful consideration of various factors, including the persistent lack of investor demand and limited prospects for future asset growth, approved the liquidation of the ESG Funds in December 2023. Each ESG Fund completed its liquidation in February 2024. During their periods of operations, the ESG Funds had, in the aggregate, average assets under management of approximately $119 million.

 

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. WTAM maintains that its actions have been in compliance with all applicable laws and regulations, and intends to pursue the Wells Notice process, which will include the opportunity to respond to the Staff’s position.

 

   
 

 

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.

 

    WisdomTree, Inc.
       
Date: August 6, 2024   By:

/s/ Marci Frankenthaler

      Marci Frankenthaler
      Chief Legal Officer

 

 

 

 

 

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Cover
Aug. 05, 2024
Document Type 8-K
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Document Period End Date Aug. 05, 2024
Entity File Number 001-10932
Entity Registrant Name WisdomTree, Inc.
Entity Central Index Key 0000880631
Entity Tax Identification Number 13-3487784
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 250 West 34th Street
Entity Address, Address Line Two 3rdFloor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10119
City Area Code (212)
Local Phone Number 801-2080
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, $0.01 par value  
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol WT
Security Exchange Name NYSE
Preferred Stock Purchase Rights  
Title of 12(b) Security Preferred Stock Purchase Rights
Trading Symbol WT
Security Exchange Name NYSE
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