UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (§ 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 April 18, 2024, Emerald Holding, Inc. (the “Company”) issued a press release announcing that all of the Company’s outstanding Series A Convertible Participating Preferred Stock (OTC: EEXAP) (the “Series A Preferred Stock”), will be converted into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”).
On April 17, 2024, the closing share price of the Common Stock was $6.24, marking the 20th consecutive trading day that the Common Stock’s closing share price exceeded $6.16, triggering the mandatory conversion of the Series A Preferred Stock in accordance with the Certificate of Designations of the Series A Preferred Stock (filed as Exhibit 3.1 to the Company’s Form 8-K dated June 30, 2020).
On May 2, 2024 (the “Conversion Date”), each holder of Series A Preferred Stock will be entitled to receive 1.97165806097004 shares of Common Stock for each share of Series A Preferred Stock. Cash will be paid in lieu of fractional shares of Common Stock. As of April 18, 2024, there are 71,402,607 shares of Series A Preferred Stock outstanding, as a result of which up to 140,781,525 newly issued shares of Common Stock will be issued upon the Conversion Date, assuming no voluntary conversions by holders of the Series A Preferred Stock prior to such date. Currently, there are approximately 63,055,460 shares of Common Stock outstanding.
From and after the Conversion Date, no shares of Series A Preferred Stock will be issued or outstanding and all rights of the prior holders of Series A Preferred Stock will have been terminated.
A copy of the Company’s press release regarding the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
99.1 |
Press Release of Emerald Holding, Inc. dated April 18, 2024. |
104 |
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
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EMERALD HOLDING, INC. |
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Date: |
April 18, 2024 |
By: |
/s/ David Doft |
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David Doft |