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| CIK | 1831096 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Great Elm Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
Exhibit 10.7 AMENDMENT TO GREAT ELM GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE COMPENSATION PLAN (AS AMENDED, EFFECTIVE NOVEMBER 21, 2022) This amendment to the Great Elm Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (the “Plan”), is effective as of October 9, 2024. 1. Section 4.3(a) of the Plan is hereby amended by removing the second sentence thereof |
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| September 2, 2025 |
Exhibit 10.24 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2025, by and among Great Elm Group, Inc., a Delaware corporation (the “Company”), and Woodstead Value Fund, L.P., a Texas limited partnership (the “Purchaser”). WHEREAS: A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from |
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| September 2, 2025 |
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 2, 2025 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 2, 2025 |
Exhibit 99.1 Great Elm Group Reports Fiscal 2025 Fourth Quarter and Full Year Financial Results – Record Fourth Quarter Net Income from Continuing Operations of $15.7 Million – – Book Value Per Share of $2.651 as of June 30, 2025, Up 24% from Prior-Year End – – Over $100 Million of Recent Capital Raises in our Credit and Real Estate Products Position Company to Drive Continued Growth – Company to |
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| September 2, 2025 |
[Remainder of page intentionally left blank] Exhibit 10.23 July 31, 2025 Re: KLIM Investment This letter agreement (the “Agreement”) is entered into as of July 31, 2025, by and among the entities listed on Schedule I attached hereto (each, an “Investor” and together, the “Investors”), Great Elm Real Estate Ventures, LLC, a Delaware limited liability company (“GEG Ventures”), and, solely for purposes of Paragraphs 2 and 3, Great Elm Group, In |
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| September 2, 2025 |
Exhibit 10.25 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| September 2, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY Confidential & Proprietary This document is the property of Great Elm Group, Inc. The contents of this document are confidential and should not be shared with unapproved third parties. May 2025 Purpose The purpose of this Insider Trading Policy (this “Policy”) of Great Elm Group, Inc. (“Great Elm” or the “Company”) is to promote compliance with applicable securi |
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| September 2, 2025 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of organization Great Elm Capital GP, LLC Delaware Great Elm Capital Management, Inc. Delaware Great Elm Credit Income Fund, LLC Delaware Great Elm DME Holdings, Inc. Delaware Great Elm FM Acquisition, Inc. Delaware Great Elm Investments, LLC Delaware Great Elm Real Estate Ventures, LLC Delaware Monomoy BTS Corporation Delaware Monomoy |
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| September 2, 2025 |
Exhibit 10.22 Execution Version STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2025, by and among Great Elm Group, Inc., a Delaware corporation (the “Company”), and Kennedy Lewis Capital Partners Master Fund III LP, a Cayman Islands limited partnership (“Fund III”), Kennedy Lewis (EU) SPV LP, a Cayman Islands limited partnership (“KLIM EU SPV”), KLIM Del |
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| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K cc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39832 GREAT ELM GROUP, |
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| September 2, 2025 |
Exhibit 10.26 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| August 27, 2025 |
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 27, 2025 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 27, 2025 |
Exhibit 99.1 Great Elm Group Announces Strategic Investments, New Board Member, and Timing of Fiscal 2025 Earnings Release - Woodstead Purchases 4.0 Million Shares of Great Elm Group’s Common Stock – - An Affiliate of Booker Smith Purchases 1.3 Million Shares of Great Elm Capital Corp.’s Common Stock – - Company to Release Fiscal 2025 Earnings after Market Close on September 2, 2025, and Host Conf |
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| July 31, 2025 |
Exhibit 99.1 Great Elm Group Announces Strategic Partnership with Kennedy Lewis Investment Management - Purchases 4.9% of Great Elm Group’s Common Stock; $150 Million Debt Investment in Monomoy Properties REIT to Accelerate Industrial Real Estate Platform Expansion – - Company to Host Conference Call at 8:30 a.m. ET on August 1, 2025 - Transaction Highlights: · Certain funds affiliated with Kenned |
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| July 31, 2025 |
July 31, 2025 Great Elm Real Estate Ventures Exhibit 99.2 July 31, 2025 Great Elm Real Estate Ventures • On July 31, 2025, Great Elm Group, Inc. (NASDAQ: GEG, “Great Elm”) and Kennedy Lewis Investment Management (“KLIM”) closed a strategic transaction catalyzing growth across the Monomoy platform. • 4.9% investment in GEG, up to $150 million in capital for real estate, and Board roles: o 4.9% purchase of GEG’s outstanding common stock at mar |
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| July 31, 2025 |
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): July 31, 2025 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great Elm |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 7, 2025 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 7, 2025 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2025 THIRD QUARTER financial resulTs Company to Host Conference Call at 8:30 a.m. ET on May 8, 2025 PALM BEACH GARDENS, Fla., May 7, 2025 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal third quarter ended March 31, 2025. Fiscal Thir |
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| February 7, 2025 |
Exhibit 4.14 Notice of Restricted Stock Grant Brandon Finomore (“Grantee” or “Participant”) Great Elm Group, Inc. ID: 85-3622015 3801 PGA Blvd., Suite 603 Palm Beach Gardens, FL 33410 As an inducement award in connection with the consummation of the transactions contemplated by the Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of February 4, 2025, by and among Grantee, Commer |
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| February 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Great Elm Group, Inc. |
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| February 7, 2025 |
As filed with the Securities and Exchange Commission on February 7, 2025 Registration No. 333- As filed with the Securities and Exchange Commission on February 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware 85-3622015 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| February 5, 2025 |
Great Elm Group, Inc. Clawback Policy Effective November 16, 2023 Exhibit 99.1 Great Elm Group, Inc. Clawback Policy Effective November 16, 2023 Purpose As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Great Elm Group, Inc. (the “Company”) has adopte |
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| February 5, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 5, 2025 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 5, 2025 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2025 SECOND QUARTER financial resulTs Company to Host Conference Call at 8:30 a.m. ET on February 6, 2025 PALM BEACH GARDENS, Fla., February 5, 2025 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal second quarter ended December 31, 20 |
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| December 13, 2024 |
GECC / Great Elm Capital Corp. / Great Elm Group, Inc. - SC 13D/A Activist Investment SC 13D/A 1 ef20039957sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. 12) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Great Elm Capital Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 390320703 (CUSIP Number) Jason W. Reese Great Elm Group, Inc. 3801 PGA Boulevard, Suite 603 Palm Beac |
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| December 10, 2024 |
EX-99.9 Exhibit 99.9 Dated December 6, 2024 SENT VIA ELECTRONIC MAIL Great Elm Group, Inc. 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, FL 33410 Re: Forbearance of Conversion Rights Ladies and Gentlemen: Reference is made to the notes issued by Great Elm Group, Inc. (the “Issuer”) in favor of (a) Northern Right Capital (QP), LP (“QP”) set forth on Schedule A attached hereto (the “QP Notes”) a |
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| December 10, 2024 |
GEG / Great Elm Group, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th Floor Darien, Connecticut 06820 |
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| December 4, 2024 |
Submission of Matters to a Vote of Security Holders 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): December 4, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 3, 2024 |
Great Elm Capital Group, Inc. / LONG BALL PARTNERS LLC - SC 13D/A Activist Investment SC 13D/A 1 d879054dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 13) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench ICAM Holdings, LLC 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, Florida 3 |
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| December 3, 2024 |
EX-99.10 2 d879054dex9910.htm EX-99.10 Exhibit 99.10 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Great Elm Group, Inc. and further agree that this Joint Filing Agreement be included |
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| November 12, 2024 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2025 FIRST QUARTER financial resulTs Company to Host Conference Call at 8:30 a.m. ET on November 12, 2024 PALM BEACH GARDENS, Florida, November 11, 2024 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal first quarter ended September 30 |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 11, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| October 29, 2024 |
SC 13D/A 1 d882524dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 12) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beac |
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| October 29, 2024 |
EX-99.9 3 d882524dex999.htm EX-99.9 Exhibit 99.9 Voting Waiver Agreement This Voting Waiver Agreement (the “Agreement”), dated October 29, 2024, is made by and among Jason W. Reese (“Reese”), in his individual capacity, and Great Elm Group, Inc. (“GEG” and, together with Reese, the “Parties”). WHEREAS, Reese currently serves as Chairman of the Board of Directors and Chief Executive Officer of GEG; |
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| October 29, 2024 |
EX-99.8 2 d882524dex998.htm EX-99.8 Exhibit 99.8 Imperial Capital Asset Management, LLC Dated October 25, 2024 SENT VIA ELECTRONIC MAIL Great Elm Group, Inc. 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, FL 33410 Re: Forbearance of Conversion Rights Ladies and Gentlemen: This letter agreement supplements that certain letter agreement, dated as of June 16, 2023 (the “Initial Forbearance Agreeme |
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| October 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 29, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 29, 2024 |
Exhibit 10.1 Voting Waiver Agreement This Voting Waiver Agreement (the “Agreement”), dated October 29, 2024, is made by and among Jason W. Reese (“Reese”), in his individual capacity, and Great Elm Group, Inc. (“GEG” and, together with Reese, the “Parties”). WHEREAS, Reese currently serves as Chairman of the Board of Directors and Chief Executive Officer of GEG; WHEREAS, Reese has notified GEG of |
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| October 23, 2024 |
GEG / Great Elm Group, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d893297dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th F |
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| October 21, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl |
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| September 25, 2024 |
GECC / Great Elm Capital Corp. / Great Elm Group, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. |
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| September 16, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 11, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 16, 2024 |
Letter from Grant Thornton LLP, dated September 16, 2024 Exhibit 16.1 September 16, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Great Elm Group, Inc. File No. 001-39832 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Great Elm Group, Inc. dated September 16, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ Grant Thornton LLP |
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| August 29, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of organization Great Elm Capital GP, LLC Delaware Great Elm Capital Management, Inc. Delaware Great Elm Credit Income Fund, LLC Delaware Great Elm DME Holdings, Inc. Delaware Great Elm FM Acquisition, Inc. Delaware Great Elm Investments, LLC Delaware Great Elm Opportunities GP, Inc. Delaware Monomoy BTS Construction Management, LLC Del |
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| August 29, 2024 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2024 FOURTH QUARTER AND FULL YEAR financial resulTs Company to Host Conference Call at 8:30 a.m. ET on August 30, 2024 PALM BEACH GARDENS, Florida, August 29, 2024 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal fourth quarter and ye |
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| August 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 29, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K cc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39832 GREAT ELM GROUP, |
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| June 24, 2024 |
GECC / Great Elm Capital Corp. / Great Elm Group, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 8, 2024 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2024 THIRD QUARTER financial resulTs Company to Host Conference Call at 8:30 a.m. ET on May 9, 2024 PALM BEACH GARDENS, Florida, May 8, 2024 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal third quarter ended March 31, 2024. Fiscal T |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great Elm |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| February 13, 2024 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2024 SECOND QUARTER financial resulTs Company to Host Conference Call at 8:30 a.m. ET on February 14, 2024 WALTHAM, MA, February 13, 2024 - Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal second quarter ended December 31, 2023. Fiscal |
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| February 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 13, 2024 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 12, 2024 |
US3903207039 / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment SC 13D/A 1 ef20021513sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. 9) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Great Elm Capital Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 390320703 (CUSIP Number) Jason W. Reese Great Elm Group, Inc. 800 South Street, Suite 230 Waltham, MA |
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| February 7, 2024 |
GEG / Great Elm Group, Inc. / PC Elfun LLC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea193001-13ga4pinegreat.htm AMENDMENT NO. 4 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 39037G109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires |
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| January 5, 2024 |
EX-99.8 2 d110334dex998.htm EX-99.8 Exhibit 99.8 AMENDED AND RESTATED JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below (the “Parties”) agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, Amendment No. 7, dated January 5, 2024 (and including any further amendments thereto, t |
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| January 5, 2024 |
GEG / Great Elm Group, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d110334dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th F |
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| December 13, 2023 |
Submission of Matters to a Vote of Security Holders 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): December 13, 2023 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 8, 2023 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2024 FIRST QUARTER financial resulTs Company to Host Conference Call at 8:30 a.m. ET on November 9, 2023 WALTHAM, MA, November 8, 2023 - Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal first quarter ended September 30, 2023. Fiscal Fir |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 8, 2023 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| October 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 22, 2023 |
US3903207039 / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. |
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| September 20, 2023 |
Exhibit 10.15 Notice of Restricted Stock Grant (“Grantee”) Great Elm Group, Inc. ID: 85-3622015 800 South Street, Suite 230 Waltham, MA 02453 You have been granted restricted shares (“Shares”) of common stock of Great Elm Group, Inc. (the “Company’) as detailed below: This Notice of Restricted Stock Grant (this “Notice”), together with the Great Elm Group, Inc. Amended and Restated 2016 Long-Term |
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| September 20, 2023 |
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 20, 2023 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 20, 2023 |
Exhibit 14.1 GREAT ELM GROUP, INC. SOX CODE OF BUSINESS CONDUCT AND ETHICS As Adopted: September 20, 2023 SOX CODE OF BUSINESS CONDUCT AND ETHICS TABLE OF CONTENTS Page Introduction 1 Purpose of the Code 1 Conflicts of Interest 2 Corporate Opportunities 2 Confidentiality 2 Fair Dealing 3 Protection and Proper Use of Company Assets 3 Compliance with Applicable Laws, Rules and Regulations 3 Equal Op |
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| September 20, 2023 |
Exhibit 10.13 Notice of Restricted Stock Unit Grant (“Grantee”) Great Elm Group, Inc. ID: 85-3622015 800 South Street, Suite 230 Waltham, MA 02453 You have been granted restricted stock units with respect to shares of Common Stock of Great Elm Group, Inc. as detailed below (the “Units”): This Notice of Restricted Stock Unit Grant (this “Notice”), together with the Great Elm Group, Inc. (the “Compa |
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| September 20, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of organization Great Elm Capital GP, LLC Delaware Great Elm Capital Management, Inc. Delaware Great Elm DME Holdings, Inc. Delaware Great Elm DME Manager, LLC Delaware Great Elm FM Acquisition, Inc. Delaware Great Elm Opportunities GP, Inc. Delaware Monomoy BTS Corporation Delaware Monomoy CRE, LLC Delaware Openwave Systems Service Ind |
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| September 20, 2023 |
Exhibit 10.14 Notice of Restricted Stock Unit Award (“Participant”) Great Elm Group, Inc. ID: 85-3622015 800 South Street, Suite 230 Waltham, MA 02453 You have been awarded restricted stock units, which represent a right to receive Shares of Great Elm Group, Inc. (the “Company”), as detailed below (the “RSUs”): This Notice of Restricted Stock Unit Award, together with the Company’s Amended and Res |
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| September 20, 2023 |
Exhibit 10.16 Notice of Restricted Stock Grant (“Grantee”) Great Elm Group, Inc. ID: 85-3622015 800 South Street, Suite 230 Waltham, MA 02453 You have been granted restricted shares (“Shares”) of common stock of Great Elm Group, Inc. (the “Company’) as detailed below: This Notice of Restricted Stock Grant (this “Notice”), together with the Great Elm Group, Inc. Amended and Restated 2016 Long-Term |
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| September 20, 2023 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2023 FOURTH QUARTER AND FULL YEAR financial resulTs Company to Host Conference Call at 8:30 a.m., ET on September 21, 2023 WALTHAM, MA, September 20, 2023 - Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal fourth quarter and year ended |
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| September 20, 2023 |
Exhibit 10.12 Notice of Stock Option Grant (“Participant”) Great Elm Group, Inc. ID: 85-3622015 800 South Street, Suite 230 Waltham, MA 02453 You have been granted an option (the “Option”) to purchase shares of common stock, par value $0.001 per share (the “Common Stock”), of Great Elm Group Inc. (the “Company”) as detailed below: This Notice of Stock Option Grant (this “Notice”), together with th |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39832 GREAT ELM GROUP, |
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| June 20, 2023 |
EX-99.8 Exhibit 99.8 Imperial Capital Asset Management, LLC Dated June 16, 2023 SENT VIA ELECTRONIC MAIL Great Elm Group, Inc. 800 South Street, Suite 230 Waltham, MA 02453 Re: Forbearance of Conversion Rights Ladies and Gentlemen: Reference is made to the notes issued by Great Elm Group, Inc. (the “Issuer”) in favor of Long Ball Partners, LLC (the “Holder”) set forth on Schedule A, attached heret |
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| June 20, 2023 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 11) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, Florida 33410 (310) |
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| June 9, 2023 |
GEG / Great Elm Group Inc / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th Floor Darien, Connecticut 06820 |
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| June 7, 2023 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 10) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, Florida 33410 (310) |
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| May 15, 2023 |
Exhibit 10.2 May 15th, 2023 Keri Davis VIA EMAIL [email protected] Dear Keri, This offer letter (the “Offer Letter”) sets forth the terms of your employment as of May 15th, 2023 (the “Effective Date”) as Chief Financial Officer of Great Elm Group, Inc. (“GEG”) and Great Elm Capital Corp., Inc. (“GECC”) and together with each other subsidiary of GEG, collectively or individually, as the contex |
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| May 15, 2023 |
Exhibit 10.1 CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT This Confidential Separation and General Release Agreement (this “Agreement”) is made and entered into as of May 15, 2023 by and among Brent Pearson (“Executive”) and Great Elm Group, Inc. (“GEG”), on behalf of itself and its subsidiaries, and their parent, successor, predecessor, affiliate and related entities (collectively, the “ |
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| May 15, 2023 |
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): May 15, 2023 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 15, 2023 |
GREAT ELM GROUP, INC. ANNOUNCES CFO TRANSITION Exhibit 99.1 GREAT ELM GROUP, INC. ANNOUNCES CFO TRANSITION WALTHAM, MA May 15, 2023 – Great Elm Group, Inc. (“we,” “us,” “our,” the “Company,” or “GEG”) (NASDAQ: GEG), an alternative asset manager, announced today that Brent Pearson resigned as Chief Financial Officer. The Board of Directors unanimously appointed Keri Davis as CFO effective immediately. With the assumption of the CFO position at |
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| May 15, 2023 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 9) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, Florida 33410 (310) |
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| May 5, 2023 |
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): May 4, 2023 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2023 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2023 Third QUARTER financial resulTs Company to Host Conference Call at 9:00 a.m., ET on May 5, 2023 WALTHAM, MA, May 5, 2023 - Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal third quarter ended March 31, 2023. Leadership Update and T |
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| May 5, 2023 |
GREAT ELM GROUP, INC. APPOINTS JASON REESE AS CEO Exhibit 99.2 GREAT ELM GROUP, INC. APPOINTS JASON REESE AS CEO WALTHAM, MA, May 5, 2023 – Great Elm Group, Inc. (“we,” “us,” “our,” the “Company,” or “GEG”) (NASDAQ: GEG), an alternative asset manager, announced today that Peter Reed has resigned as Chief Executive Officer effective immediately following the filing of the Company’s Form 10-Q for the quarter ended March 31, 2023. The Board of Direc |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great Elm |
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| May 5, 2023 |
Exhibit 10.1 CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT This Confidential Separation and General Release Agreement (this “Agreement”) is made and entered into by and among Peter A. Reed (“Executive”) and Great Elm Group, Inc. (“GEG”), Great Elm Capital Corp., Inc. (“GECC”), and Great Elm Capital Management, Inc. (“GECM”), and their parent, successor, predecessor, affiliate and related e |
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| May 5, 2023 |
Exhibit 10.3 Great Elm Group, Inc. May 4, 2023 VIA EMAIL Dear Jason, We are excited about the opportunity to have you increase your role at Great Elm Group, Inc. (“GEG” and, together with each other subsidiary of GEG, collectively or individually, as the context may require, “Great Elm”). As you are aware, GEG is committed to hiring dedicated and experienced employees, all of whom are equally comm |
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| May 5, 2023 |
Exhibit 10.2 Consulting Agreement This consulting agreement (this “Agreement”) is effective as of May 5, 2023 by and between Peter Reed (“Consultant”) and Great Elm Capital Management, LLC. (“Great Elm”). GREAT ELM wishes to engage Consultant to provide the consulting services described herein below, and Consultant desires to provide such services to Great Elm upon the terms and conditions set for |
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| February 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 13, 2023 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 13, 2023 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2023 Second QUARTER financial resulTs Company to Host Conference Call at 9:00 a.m., ET, on February 14, 2023 WALTHAM, Mass., February 13, 2023 - Great Elm Group, Inc. (“we,” “our,” “GEG,” or “Great Elm”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal second quarter ended December 31, 2022. Transformational |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| February 8, 2023 |
GEG / Great Elm Group, Inc. / PC Elfun LLC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 39037G109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Ru |
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| January 25, 2023 |
US3903207039 / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. |
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| January 11, 2023 |
EX-99.1 2 d416082dex991.htm EX-99.1 CUSIP No. 39036P209 Page 1 0 of 10 Pages Exhibit 99.1 JOINT FILING AGREEMENT This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by S |
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| January 11, 2023 |
SC 13D/A 1 d416082dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 8) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach |
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| January 5, 2023 |
Great Elm Capital Group, Inc. / LONG BALL PARTNERS LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 7) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, Florida 33410 (310) 246-3700 |
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| January 4, 2023 |
US3903207039 / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment CUSIP No. 390320703 Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. 6) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Great Elm Capital Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 390320703 (CUSIP Number) Peter A. Reed Great Elm Group, Inc. 800 South Street, Suite 230 Waltham, MA 02453 Tele |
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| January 3, 2023 |
Exhibit 99.2 Great Elm Group Sells a Majority Interest in Forest Investments, Inc. to an Affiliate of JPMorgan Chase & Co. The sale of a majority of its ownership interest in Forest Investments, Inc. is expected to ultimately raise approximately $45 million of cash on Great Elm Group?s Balance Sheet, enhancing its ability to focus exclusively on Investment Management. WALTHAM, Mass., Jan. 03, 2023 |
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| January 3, 2023 |
Exhibit 4.1 Execution Version PROMISSORY NOTE New York, New York December 29, 2022 FOR VALUE RECEIVED, each of the undersigned unconditionally, jointly and severally, promises to pay to FOREST INVESTMENTS, INC., a Delaware corporation (?Seller?), at Seller?s principal place of business as confirmed by Seller (or at such other office or affiliate as Seller may from time to time specify in writing) |
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| January 3, 2023 |
Exhibit 4.2 Execution Version AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among Forest Investments, Inc. and the Stockholders named herein dated as of December 30, 2022 Exhibit 4.2 Execution Version TABLE OF CONTENTS Page Article I DEFINITIONS 1 Article II MANAGEMENT AND OPERATION OF THE COMPANY; CERTAIN RIGHTS 8 Section 2.01 Board of Directors 8 Section 2.02 Meetings of the Board of Directors 9 S |
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| January 3, 2023 |
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): December 29, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 3, 2023 |
Great Elm Group, Inc. Pro Forma Financial Statements Exhibit 99.4 Great Elm Group, Inc. Pro Forma Financial Statements (Unaudited) INTRODUCTION Transactions with JPM On December 30, 2022, Great Elm Group, Inc. (?GEG?) and its wholly-owned subsidiary, Great Elm FM Acquisition, Inc. (?FM Acquisition?), entered into a stock purchase agreement (the ?Stock Purchase Agreement?) with J.P. Morgan Broker-Dealer Holdings Inc. (?JPM?) to sell 61 shares of the |
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| January 3, 2023 |
Great Elm Group, Inc. January 3, 2023 NASDAQ: GEG Exhibit 99.1 GEG Announced Two Transformative Deals Today Closing Out an Eventful 2022 in a Position of Strength Approximately $45 million of cash from: $18 million from sale of 61% of the common equity of Forest $27 million expected from the right to put the remaining 19% ownership interest in Forest $26 million of cash and 346k shares of Quipt st |
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| January 3, 2023 |
Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT by and among GREAT ELM FM ACQUISITION, INC., GREAT ELM GROUP, INC., and J.P. MORGAN BROKER-DEALER HOLDINGS INC. Dated as of December 30, 2022 TABLE OF CONTENTS ARTICLE I Purchase and sale 1 Section 1.01 Purchase and Sale 1 Section 1.02 Purchase Price 2 ARTICLE II CLOSING 2 Section 2.01 Closing 2 Section 2.02 Seller Closing Deliverables 2 Secti |
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| January 3, 2023 |
Great Elm Group Sells Durable Medical Equipment Business For $80 million Exhibit 99.3 Great Elm Group Sells Durable Medical Equipment Business For $80 million The Sale of its DME Business Allows Great Elm to Focus Primarily on Investment Management with Additional Cash on its Balance Sheet Available to Fund Strategic Growth Initiatives WALTHAM, Mass., January 3, 2023 ? Great Elm Group, Inc. (?we,? ?us,? ?our,? the ?Company,? ?GEG,? or ?Great Elm?), (NASDAQ: GEG) today |
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| January 3, 2023 |
Exhibit 2.2 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GREAT ELM HEALTHCARE, LLC, THE SELLERS NAMED HEREIN, GREAT ELM DME HOLDINGS, INC., AS SELLERS? REPRESENTATIVE, QHM HOLDINGS INC., AND, SOLELY FOR PURPOSES OF SECTIONS 2.7 AND 9.17, QUIPT HOME MEDICAL CORP. DATED AS OF JANUARY 3, 2023 Table of Contents Page ARTICLE I RECITALS AND DEFINITIONS 1 1.1 Recitals 1 1.2 Defin |
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| December 27, 2022 |
Great Elm Capital Group, Inc. / LONG BALL PARTNERS LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 6) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, Florida 33410 (310) |
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| November 21, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Great Elm Group, Inc. |
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| November 21, 2022 |
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): November 21, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 21, 2022 |
As filed with the Securities and Exchange Commission on November 21, 2022 Registration No. 333- As filed with the Securities and Exchange Commission on November 21, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware 85-3622015 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| November 21, 2022 |
Exhibit 10.1 GREAT ELM GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE COMPENSATION PLAN (AS AMENDED, EFFECTIVE NOVEMBER 21, 2022) GREAT ELM GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE COMPENSATION PLAN 1. ESTABLISHMENT; PURPOSES; AND DURATION 1.1 Establishment of the Plan. The Plan permits the grant of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciatio |
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| November 15, 2022 |
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): November 14, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 15, 2022 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2023 First QUARTER financial resulTs Company to Host Conference Call at 9:00 a.m. ET on November 15, 2022 WALTHAM, Mass., November 14, 2022 - Great Elm Group, Inc. (?we,? ?us,? ?our,? ?GEG,? or ?Great Elm?), (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal first quarter ended September 30, 2022. Fiscal 2023 F |
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| November 15, 2022 |
Great Elm Group, Inc. Conference Call Presentation Fiscal First Quarter Ended September 30, 2022 November 14, 2022 NASDAQ: GEG Exhibit 99.2 Disclaimer Statements in this press release that are ?forward-looking? statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact |
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| November 15, 2022 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF GREAT ELM GROUP, INC. (Effective November 14, 2022) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Notice of Stockholder?s Meetings; Affidavit of Noti |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| October 11, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ?? Filed by a party other than the Registrant Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ?? Filed by a party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? Definitive Proxy St |
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| September 30, 2022 |
Great Elm Capital Group, Inc. / LONG BALL PARTNERS LLC - SC 13D/A Activist Investment SC 13D/A 1 d399323dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 5) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 3801 PGA Boulevard, Suite 603 Palm Beach |
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| September 27, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ?? Filed by a party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? D |
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| September 12, 2022 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2022 Fourth QUARTER and Full Year financial resulTs Company to Host Conference Call at 9:00 a.m. ET on September 13, 2022 WALTHAM, Mass., September 12, 2022 - Great Elm Group, Inc. (?we,? ?us,? ?our,? ?GEG,? or ?Great Elm?), (NASDAQ: GEG) a diversified holding company, today announced financial results for its fiscal fourth quarter and full year ended Ju |
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| September 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 12, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 12, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of organization Advanced Medical DME, LLC Kansas Alliance Homecare, LLC Arizona Focus Respiratory, LLC Arizona Forest Investments, Inc. Delaware Great Elm Capital GP, LLC Delaware Great Elm Capital Management, Inc. Delaware Great Elm DME Holdings, Inc. Delaware Great Elm DME Manager, LLC Delaware Great Elm FM Acquisition, Inc. Delaware |
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| September 12, 2022 |
Exhibit 4.7 Description of Great Elm Group, Inc.?s Registered Securities As of June 30, 2022, Great Elm Group, Inc. has four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (i) our common stock, (ii) our preferred stock purchase rights, (iii) our units and (iv) our 7.25% Notes due 2027 (the ?Notes?). The following is a summary description of su |
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| September 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39832 GREAT ELM GROUP, |
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| September 12, 2022 |
Great Elm Group, Inc. Conference Call Presentation Fiscal Fourth Quarter and Year Ended June 30, 2022 September 12, 2022 NASDAQ: GEG Exhibit 99.2 Disclaimer Statements in this press release that are ?forward-looking? statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively |
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| September 6, 2022 |
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 30, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 6, 2022 |
Exhibit 10.1 Great Elm Capital Management, Inc. 800 South St., Suite 230 Waltham, MA 02453 August 30th, 2022 Nichole Milz VIA EMAIL Dear Nichole, We are excited about the opportunity to have you join Great Elm Capital Management, Inc. (?Great Elm?). As you are aware, Great Elm is committed to hiring dedicated and experienced employees, all of whom are equally committed to our goals and have the de |
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| September 6, 2022 |
GREAT ELM GROUP HIRES EXPERIENCED OPERATIONS PROFESSIONAL NICHOLE MILZ AS CHIEF OPERATING OFFICER Exhibit 99.1 GREAT ELM GROUP HIRES EXPERIENCED OPERATIONS PROFESSIONAL NICHOLE MILZ AS CHIEF OPERATING OFFICER WALTHAM, Mass., September 6, 2022 (GLOBE NEWSWIRE) ? Great Elm Group, Inc. (?we,? ?us,? ?our,? the ?Company? or ?GEG?) (NASDAQ: GEG), a diversified investment management company, today announced Nichole Milz has joined the Company as Chief Operating Officer, responsible for managing the o |
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| July 22, 2022 |
GEG / Great Elm Group, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d346138dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th F |
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| June 17, 2022 |
US3903207039 / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment CUSIP No. 390320703 Page 1 of 6 Jones Day Draft of June 17, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Amendment No. 5) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Great Elm Capital Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 390320703 (CUSIP Number) Peter A. Reed Great Elm Group, Inc. 800 South Street, |
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| June 17, 2022 |
8-A12B 1 ny20003971x98a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 85-36220 |
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| June 13, 2022 |
GEG / Great Elm Group, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th Floor Darien, Connecticut 06820 |
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| June 13, 2022 |
Great Elm Capital Group, Inc. / LONG BALL PARTNERS LLC - SC 13D/A Activist Investment SC 13D/A 1 d278175dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 4) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 10100 Santa Monica Blvd., Suite 2400 Los |
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| June 9, 2022 |
EX-4.1 3 ny20003971x8ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 GREAT ELM GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee INDENTURE Dated as of June 9, 2022 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) |
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| June 9, 2022 |
EX-4.2 4 ny20003971x8ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between GREAT ELM GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee Dated as of June 9, 2022 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 9, 2022 is between Great Elm Group, Inc., a Delaware corporation (the “Company”), an |
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| June 9, 2022 |
GREAT ELM GROUP, INC. $25,000,000 7.25% Notes Due 2027 UNDERWRITING AGREEMENT EX-1.1 2 ny20003971x8ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 GREAT ELM GROUP, INC. $25,000,000 7.25% Notes Due 2027 UNDERWRITING AGREEMENT June 7, 2022 Oppenheimer & Co. Inc. As representative of the several Underwriters named in Schedule I c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Great Elm Group, Inc., a Delaware corporation (the “Company”), confirms wit |
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| June 9, 2022 |
Great Elm Group, Inc. 7.25% Notes due 2027 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(1) Registration Statement No. 333-264692 PROSPECTUS $25,000,000 ? Great Elm Group, Inc. PROSPECTUS 7.25% Notes due 2027 We are a publicly traded holding company seeking to acquire assets and businesses where our people and other assets provide a competitive advantage and currently operate two business segments: investment management and durable medic |
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| June 9, 2022 |
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): June 7, 2022 Great Elm Group, Inc. Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 800 South St |
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| June 8, 2022 |
GREAT ELM GROUP, INC. 7.25% Notes Due 2027 Pricing Term Sheet June 7, 2022 FWP 1 ny20003971x6fwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated June 7, 2022 Relating to Preliminary Prospectus dated June 6, 2022 Registration No. 333-264692 GREAT ELM GROUP, INC. $25,000,000 7.25% Notes Due 2027 Pricing Term Sheet June 7, 2022 The following sets forth the final terms of the 7.25% Notes due 2027 (the “Notes”) and should only be read together with the |
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| June 6, 2022 |
As filed with the U.S. Securities and Exchange Commission on June 6, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 6, 2022 Registration No. 333-264692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware ? ? 7272 ? ? 85-3622015 (State or other |
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| June 6, 2022 |
Exhibit 24.2 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Peter A. Reed and Brent J. Pearson (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign on his or her behalf individually and in each capacity stated |
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| June 6, 2022 |
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 6, 2022 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-1 (Form Type) Great Elm Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation(1) Amount Registered Proposed Maximum Offering Price Per Note Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Debt Notes Due 2027 457(o) N/A N/A |
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| June 6, 2022 |
CORRESP 1 filename1.htm June 6, 2022 VIA EDGAR Attention: Jan Woo and Anna Abramson United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Great Elm Group, Inc. Registration Statement on Form S-1 Pre-Effective Amendment No. 2 File No. 333-264692 Filed June 6, 2022 Dear Ms. Woo and Ms. Abramson: In accordance with Rules 460 and 461 of under the Securities Act |
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| May 25, 2022 |
Exhibit 99.1 Great Elm group, inc. Announces the appointment of FORMER BLACKROCK Executive david Matter to its board WALTHAM, Mass., May 25, 2022 (GLOBE NEWSWIRE) ? Great Elm Group, Inc. (?we,? ?us,? ?our,? the ?Company? or ?GEG?) (NASDAQ: GEG), a diversified investment management company, today announced that Peter Reed has stepped down from the Company?s Board of Directors and that the Board has |
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| May 25, 2022 |
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): May 24, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 16, 2022 |
AMENDED AND RESTATED JOINT FILING AGREEMENT Exhibit 99.7 AMENDED AND RESTATED JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below (the ?Parties?) agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, Amendment No. 3, dated May 16, 2022 (and including any further amendments thereto, the ?Statement?), with respect to the co |
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| May 16, 2022 |
GEG / Great Elm Group, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d353743dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 39037G109 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Matthew A. Drapkin 9 Old Kings Hwy S. 4th F |
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| May 13, 2022 |
GECC / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Amendment No. |
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| May 11, 2022 |
Great Elm Capital Group, Inc. / LONG BALL PARTNERS LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 3) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 10100 Santa Monica Blvd., Suite 2400 Los Angeles, California 90067 (310) 246-37 |
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| May 6, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 5, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 5, 2022 Registration No. 333-264692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware ? ? 7272 ? ? 85-3622015 (State or other |
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| May 6, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 6, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 6, 2022 |
Great Elm Group, Inc. Conference Call Presentation Fiscal Third Quarter Ended March 31, 2022 May 6, 2022 NASDAQ: GEG Exhibit 99.1 Disclaimer Statements in this press release that are ?forward-looking? statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact the matte |
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| May 5, 2022 |
Financial Statements and Exhibits, Other Events 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): May 5, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2022 |
EX-4.2 4 ny20003971x1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between GREAT ELM GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee Dated as of [●], 2022 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [●], 2022 is between Great Elm Group, Inc., a Delaware corporation (the “Company”), and Amer |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 5, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2022 |
Exhibit 99.1 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations is a supplement to, and should be read in conjunction with, and is qualified entirely by, our consolidated financial statements (including Notes to the Consolidated Financial Statements) and the other |
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| May 5, 2022 |
Great Elm Group Reports FISCAL 2022 THIRD QUARTER financial resulTs Company to Host Conference Call at 9:00 a. |
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| May 5, 2022 |
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): May 4, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 5, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 5, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 5, 2022 Registration No. 333-??? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware ? ? 7272 ? ? 85-3622015 (State or other jurisdiction of incor |
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| May 5, 2022 |
GREAT ELM GROUP, INC. $[●] [●]% Notes Due 2027 UNDERWRITING AGREEMENT EX-1.1 2 ny20003971x1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 GREAT ELM GROUP, INC. $[●] [●]% Notes Due 2027 UNDERWRITING AGREEMENT [●], 2022 Oppenheimer & Co. Inc. As representative of the several Underwriters named in Schedule I c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Great Elm Group, Inc., a Delaware corporation (the “Company”), confirms with Oppenheim |
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| May 5, 2022 |
Exhibit 4.1 GREAT ELM GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee FORM OF INDENTURE Dated as of [ ] CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) |
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| May 5, 2022 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?), dated as of May 4, 2022, is entered into by and between Great Elm Capital Management, Inc., a Delaware corporation (?Buyer?), and Imperial Capital Asset Management, LLC, a Delaware limited liability company (?Seller?). Buyer and Seller are each referred to herein as a ?Party? and, collectively, as the ?Parties.? |
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| May 5, 2022 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-1 (Form Type) Great Elm Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Amount Registered Proposed Maximum Offering Price Per Note Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Debt Notes Due 2027 457(o) N/A N/A $1,00 |
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| May 5, 2022 |
Exhibit 10.1 Reference is made to that certain Asset Purchase Agreement, dated as of the date hereof and entered into by Company and the Lender (each as defined below) contemporaneously with the issuance of this Note (as amended from time to time, the ?Purchase Agreement?). Capitalized terms used herein and not otherwise defined herein shall have the respective meaning ascribed to them in the Purc |
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| May 5, 2022 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ?Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (Exact name of trustee as specified in its charter) New Yor |
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| May 5, 2022 |
Exhibit 99.2 Item 8. Financial Statements and Supplementary Data. Per Rule 3-09 of Regulation S-X, the audited financial statements of GECC for the years ended December 31, 2021 and 2020 included in GECC?s Amendment No. 1 to its annual report on Form 10-K (File No. 814-01211), filed with the SEC on April 19, 2022 are incorporated herein by reference. We include the financial statements of GECC bec |
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| May 5, 2022 |
Exhibit 99.1 Great Elm Group Inc. Enters Private REIT Industry Through Acquisition of Management Agreements for Monomoy Properties REIT ? Transformative Transaction for GEG?s Investment Management Business ? Furthers GEG?s Strategy Adding a Long-Duration Capital Vehicle ? More Than Doubles AUM to Over $500 million and Leverages GEG?s Tax Attributes ? Transaction Includes Growth Investment into Mon |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great Elm |
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| February 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 10, 2022 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 10, 2022 |
Great Elm Group, Inc. Conference Call Presentation Fiscal Second Quarter Ended December 31, 2021 February 10, 2022 NASDAQ: GEG Exhibit 99.2 Disclaimer Statements in this press release that are ?forward-looking? statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| February 10, 2022 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2022 SECOND QUARTER financial resulTs Company to Host Conference Call at 9:00 a.m. ET on February 11, 2022 WALTHAM, Mass., February 10, 2022 - Great Elm Group, Inc. (?we,? ?us,? ?our,? ?GEG,? or ?Great Elm?), (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal second quarter ended December 31, 2021. Fiscal 2022 |
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| February 9, 2022 |
GEG / Great Elm Group, Inc. / PC Elfun LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Great Elm Group, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 39037G109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Ru |
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| February 9, 2022 |
EX-99.1 2 d285203dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, par value $0.001 per share, of Great Elm Group, Inc. (this “Agreement”), is being filed, |
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| November 22, 2021 |
As filed with the Securities and Exchange Commission on November 22, 2021 UNITED STATES Registration No. 333- As filed with the Securities and Exchange Commission on November 22, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 85-3622015 (I.R.S. |
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| November 17, 2021 |
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): November 17, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 17, 2021 |
EX-10.1 2 brhc10030953ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 GREAT ELM GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE COMPENSATION PLAN 1. ESTABLISHMENT; PURPOSES; AND DURATION 1.1 Establishment of the Plan. The Plan permits the grant of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance |
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| November 12, 2021 |
EX-99.1 2 geg-ex99124.htm EX-99.1 Exhibit 99.1 Great Elm Group Reports FISCAL 2022 FIRST QUARTER financial resulTs Company to Host Conference Call at 9:00 a.m. ET on November 12, 2021 WALTHAM, Mass., November 12, 2021 - Great Elm Group, Inc. (“we,” “us,” “our,” “GEG,” or “Great Elm”) (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal first quarter ended |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 12, 2021 |
Great Elm Group, Inc. Conference Call Presentation Fiscal First Quarter Ended September 30, 2021 November 12, 2021 NASDAQ: GEG Exhibit 99.2 Disclaimer Statements in this press release that are ?forward-looking? statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| October 8, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ? ? ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| October 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 28, 2021 |
GECC / Great Elm Capital Corp / Great Elm Group, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Amendment No. |
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| September 21, 2021 |
Exhibit 99.1 Great Elm Group Reports FISCAL 2021 FOURTH quarter AND YEAR END financial resulTs Company to Host Conference Call at 8:30 AM ET on Tuesday, September 21, 2021 WALTHAM, Mass., September 20, 2021 - Great Elm Group, Inc. (?we,? ?us,? ?our,? ?GEG,? or ?Great Elm?) (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal 2021 fourth quarter and year en |
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| September 21, 2021 |
Exhibit 10.17 Notice of Restricted Stock Unit Award (“Participant”)Great Elm Group, Inc. ID: 94-3219054 800 South Street, Suite 230 Waltham, MA 02453 You have been awarded restricted stock units, which represent a right to receive Shares of Great Elm Group, Inc. (the “Company”), as detailed below (the “RSUs”): This Notice of Restricted Stock Unit Award, together with the Company’s Amended and Rest |
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| September 21, 2021 |
EX-99.2 3 geg-ex99225.htm EX-99.2 Great Elm Group, Inc. Conference Call Presentation Fiscal Fourth Quarter and Year Ended June 30, 2021 September 20, 2021 NASDAQ: GEG Exhibit 99.2 Disclaimer Statements in this press release that are “forward-looking” statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that |
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| September 21, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 20, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 21, 2021 |
Exhibit 10.16 Notice of Restricted Stock Unit Grant (“Grantee”)Great Elm Capital Group, Inc. ID: 94-3219054 800 South Street, Suite 230 Waltham, MA 02453 You have been granted restricted stock units with respect to shares of Common Stock of Great Elm Capital Group, Inc. as detailed below (the “Units”): This Notice of Restricted Stock Unit Grant (this “Notice”), together with the Great Elm Capital |
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| September 21, 2021 |
Subsidiaries of the Registrant. EX-21.1 4 geg-ex21110.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of organization Advanced Medical DME, LLC Kansas Alliance Homecare, LLC Arizona Focus Respiratory, LLC Arizona Forest Investments, Inc. Delaware Great Elm Capital GP, LLC Delaware Great Elm Capital Management, Inc. Delaware Great Elm DME Holdings, Inc. Delaware Great Elm DME Manager, LLC Delaware Great |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39832 GREAT ELM GROUP, IN |
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| June 24, 2021 |
Exhibit 2.1 CONTRACT OF PURCHASE AND SALE THIS CONTRACT OF PURCHASE AND SALE (this ?Contract?) is made and entered into as of June 23, 2021 (the ?Closing Date?) by and among Great Elm FM Acquisition, Inc., a Delaware corporation (?Seller?), Monomoy Properties Fort Myers FL, LLC, a Delaware limited liability company (?Purchaser?). Purchaser and Seller are sometimes hereinafter referred to collectiv |
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| June 24, 2021 |
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): June 23, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 24, 2021 |
Great Elm Group, Inc. Pro Forma Financial Statements EX-99.2 4 nt10026178x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Great Elm Group, Inc. Pro Forma Financial Statements (Unaudited) INTRODUCTION On December 21, 2020, Great Elm Capital Group, Inc. (GEC) announced plans to create a new public holding company, Great Elm Group, Inc. (GEG or the Company), by implementing a holding company reorganization (the Holding Company Reorganization). Following the Hold |
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| June 24, 2021 |
Great Elm Group Sells Interest in Real Estate Business for $4.6 Million Exhibit 99.1 Great Elm Group Sells Interest in Real Estate Business for $4.6 Million WALTHAM, Mass., June 24, 2021 - Great Elm Group, Inc. (?GEG? or ?Great Elm?) (NASDAQ: GEG), a diversified holding company, today announced that it sold its entire ownership interest in two Class A office buildings located in Fort Myers, Florida (collectively, the ?Real Estate Business?) to an affiliate of Monomoy |
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| May 28, 2021 |
Submission of Matters to a Vote of Security Holders 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): May 28, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 21, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 2) Great Elm Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39036P209 (CUSIP Number) Todd Wiench Imperial Capital Asset Management, LLC 10100 Santa Monica Blvd., Suite 2400 Los Angeles, California 90067 (310) 246-37 |
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| May 14, 2021 |
EX-99.2 3 geg-ex992111.htm EX-99.2 Great Elm Group, Inc. Conference Call Presentation Fiscal Third Quarter Ended March 31, 2021 May 14, 2021 NASDAQ: GEG Exhibit 99.2 Disclaimer 2 Statements in this press release that are “forward-looking” statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individ |
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| May 14, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 14, 2021 |
Exhibit 10.1 TRANSACTION AGREEMENT This Transaction Agreement (this “Agreement”), is made as of March 10, 2021 (the “Effective Date”), by and between Great Elm Group, Inc. a Delaware corporation (“GEG”), MAST Capital Management, LLC, a Delaware limited liability company (“MAST”), and David Steinberg, an individual (“Steinberg”). GEG, MAST and Steinberg are referred to herein as the “Parties.” GECC |
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| May 14, 2021 |
Exhibit 4.1 EXHIBIT A FORM OF AMENDMENT TO 5.0% CONVERTIBLE SENIOR PIK NOTES DUE 2030 [], 2021 This amendment (this “Amendment”) to the 5.0% Convertible Senior PIK Notes due 2030 (the “Outstanding Notes”) of Great Elm Group, Inc., a Delaware corporation (the “Issuer”), whereby the Issuer issued to [HOLDER] (“Holder”) $[] aggregate principal amount of Outstanding Notes, is effective as of March [•] |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great Elm |
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| May 14, 2021 |
EX-99.1 2 geg-ex991110.htm EX-99.1 Exihibit 99.1 Great Elm Group, Inc. Reports FISCAL 2021 THIRD quarter financial resulTs Company to Host Conference Call at 4:30 PM ET Today WALTHAM, Mass., May 14, 2021 - Great Elm Group, Inc. (“we,” “us,” “our,” “GEG,” or “Great Elm”) (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal 2021 third quarter ended March 31, |
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| April 16, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 22, 2021 |
GREAT ELM GROUP, INC. ANNOUNCES DATE OF ANNUAL MEETING OF STOCKHOLDERS Exhibit 99.1 GREAT ELM GROUP, INC. ANNOUNCES DATE OF ANNUAL MEETING OF STOCKHOLDERS WALTHAM, Mass., March 22, 2021 ? Great Elm Group, Inc. (NASDAQ: GEG) announced today that its Annual Stockholders? Meeting will be held on May 28, 2021. The proxy statement containing the meeting details is expected to be available no later than the third week in April to stockholders of record as of April 5, 2021. |
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| March 22, 2021 |
Financial Statements and Exhibits, Other Events 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): March 21, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 10, 2021 |
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): March 10, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 10, 2021 |
Exhibit 99.1 Great Elm Group, inc. streamlines capital structure AND CORPORATE GOVERNANCE through agreement with existing shareholder WALTHAM, Mass., March 10, 2021 - Great Elm Group, Inc. (?we,? ?us,? ?our,? ?GEG,? or ?Great Elm?) (NASDAQ: GEG), a diversified holding company, announced today that it has reached an agreement with MAST Capital Management, LLC (?MAST?) which results in a simplified |
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| March 2, 2021 |
Financial Statements and Exhibits, Other Events 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): March 1, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 2, 2021 |
EX-99.1 2 geg-ex9918.htm EX-99.1 Exhibit 99.1 Great Elm Healthcare, LLC subsidiary Acquires ADVANCED MEDICAL dme, LLC and pm Sleep LAB, llc Expands operating footprint in the Midwest with 9 additional locations in Kansas and Missouri Represents the addition of over 2,500 patients to Great Elm Healthcare’s active patient base WALTHAM, Mass., March 2, 2021 - Great Elm Group, Inc. (“we,” “us,” “our,” |
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| February 16, 2021 |
EX-99.1 2 geg-ex99135.htm EX-99.1 Exhibit 99.1 Great Elm Group, Inc. Reports FISCAL 2021 second quarter financial resulTs Company to Host Quarterly Conference Call at 8:30 AM ET Today WALTHAM, Mass., February 16, 2021 - Great Elm Group, Inc. (“we,” “us,” “our,” “GEG,” or “Great Elm”) (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal 2021 second quarter |
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| February 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 16, 2021 Great Elm Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39832 85-3622015 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 16, 2021 |
Great Elm Group, Inc. Conference Call Presentation Fiscal Second Quarter Ended December 31, 2020 February 16, 2021 NASDAQ: GEG Exhibit 99.2 Disclaimer 2 Statements in this press release that are ?forward-looking? statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impa |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39832 Great |
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| January 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Great Elm Group, Inc. (Name of Issuer) Common Stock (Titles of Class of Securities) 39037G109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 28, 2021 |
EX-99.1 2 d120537dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of Great Elm Capital Group, Inc. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such |
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| January 26, 2021 |
Great Elm Group, Inc. 18,482,809 Shares of Common Stock Offered by Selling Stockholders TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-252237 PROSPECTUS Great Elm Group, Inc. 18,482,809 Shares of Common Stock Offered by Selling Stockholders This prospectus relates to resales of up to 18,482,809 shares of our common stock, par value $0.001 per share (the “common stock”), by the selling stockholders named in this prospectus (the “Selling Stockholders”) or t |
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| January 22, 2021 |
January 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| January 22, 2021 |
January 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| January 20, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 19, 2021 Registration No. |
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| January 20, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 19, 2021 Registration No. |
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| January 20, 2021 |
GREAT ELM GROUP, INC. [ ], Trustee FORM OF INDENTURE Dated as of [ ] CROSS-REFERENCE TABLE* EX-4.10 2 nt10019046x1ex4-10.htm EXHIBIT 4.10 Exhibit 4.10 GREAT ELM GROUP, INC. and [ ], Trustee FORM OF INDENTURE Dated as of [ ] CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 3 |
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| January 19, 2021 |
As filed with the Securities and Exchange Commission on January 19, 2021 Registration No. |
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| December 31, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that Amendment No. 2 to Schedule 13D dated on or about the date hereof (the “Amendment No. 2”), amending and supplementing the statement on Schedule 13D originally filed on October 1, 2019, is filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Ac |
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| December 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Amendment No. |
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| December 29, 2020 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GREAT ELM GROUP, INC. I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows: ARTICLE I The name of this corporation is Great Elm Group, Inc. (the “Corporation”). ARTICLE II The address of t |
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| December 29, 2020 |
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT EX-10.5 15 brhc10018388ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of December , 2020 (this “Agreement”), is made by and between Great Elm Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Recitals: A. Section 141 of the Delaware General Corporation Law provides that |
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| December 29, 2020 |
EX-10.4 14 brhc10018388ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 COMPENSATION PLAN AGREEMENT THIS COMPENSATION PLAN AGREEMENT (this “Agreement”) dated as of December 29, 2020 is between Great Elm Capital Group, Inc., a Delaware corporation (“GEC”) (which will be the surviving entity following the merger at the Effective Time (as defined herein), in which Forest Merger Sub, Inc., a Delaware corporation |
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| December 29, 2020 |
Power of Attorney (included as part of the signature pages to this Registration Statement)* Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Great Elm Group, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 85-3622015 (I.R.S. Employer Identification Number) 800 South Street, Suite 230 Waltham, MA 0 |
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| December 29, 2020 |
Exhibit 4.2 CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK of GREAT ELM GROUP, INC. (the “Corporation”) Great Elm Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: The Corporation has no outstanding sh |
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| December 29, 2020 |
[Signature Page to Offer Letter for Peter A. Reed] Exhibit 10.1 December 29, 2020 Dear Mr. Reed: This offer letter (this “Offer Letter”) sets forth the terms of your employment as of the date hereof (the “Effective Date”) as Chief Executive Officer of Great Elm Group, Inc. (the “Company”) and Chief Investment Officer of Great Elm Capital Management, Inc. (“GECM”). Effective as of November 3, 2016, you were employed by Great Elm Capital Group, Inc. |
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| December 29, 2020 |
Unwired Planet, Inc. Second Amended and Restated 2006 Stock Incentive Plan EXHIBIT 4.2 UNWIRED PLANET, INC. SECOND AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN as amended A. Adopted by the Board on November 29, 2006 and originally approved by the shareholders of the Company on January 17, 2007. B. Amended by the Committee on October 20, 2008, inter alia, to increase the Share Reserve to seventeen million (17,000,000), and subsequently approved by shareholders of the Co |
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| December 29, 2020 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of December 21, 2020, by and among Great Elm Capital Group, Inc., a Delaware corporation (the “Company”), Great Elm Group, Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and Forest Merger Sub, Inc., a Delaware corporation (“Merg |
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| December 29, 2020 |
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): December 28, 2020 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-16073 85-3622015 (State or other jurisdiction of incorporation) (Commission |
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| December 29, 2020 |
Great Elm Capital Group, Inc. 2016 Employee Stock Purchase Plan EXHIBIT 4.4 GREAT ELM CAPITAL GROUP, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN 1. GENERAL; PURPOSE 1.1 General. The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Pu |
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| December 29, 2020 |
Exhibit 99.1 Great Elm Group, Inc.Strategic Transaction Conference CallDecember 29, 2020 © 2021 Great Elm Group, Inc. Disclaimer Statements in this presentation that are “forward-looking” statements, including statements regarding expected growth, profitability and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cauti |
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| December 29, 2020 |
[Signature Page to Offer Letter for Adam M. Kleinman] EX-10.2 12 brhc10018388ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 December 29, 2020 Dear Mr. Kleinman: This offer letter (this “Offer Letter”) sets forth the terms of your employment as of the date hereof (the “Effective Date”) as President and Chief Operating Officer of Great Elm Group, Inc. (“GEG”) and as Managing Director, Chief Operating Officer and General Counsel of Great Elm Capital Management, I |
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| December 29, 2020 |
[Signature Page to Offer Letter for Brent Pearson] Exhibit 10.3 December 29, 2020 Dear Mr. Pearson: This offer letter (the “Offer Letter”) sets forth the terms of your employment as of the date hereof (the “Effective Date”) as Chief Financial Officer of Great Elm Group, Inc. (the “Company”) and Great Elm Capital Management, Inc. (“GECM”). Effective as of October 3, 2018, you were employed by Great Elm Capital Group, Inc. (“GEC”). The terms of your |
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| December 29, 2020 |
Exhibit 4.3 Execution Version STOCKHOLDERS’ RIGHTS AGREEMENT Dated as of December 29, 2020 By and between GREAT ELM GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent STOCKHOLDERS’ RIGHTS AGREEMENT STOCKHOLDERS’ RIGHTS AGREEMENT, dated as of December 29, 2020 (this “Agreement”), by and between Great Elm Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Com |
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| December 29, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K 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): December 29, 2020 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39832 85-3622015 (State or other jurisdiction of incorporation) (Commission |
