RMGN / RMG Networks Holding Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

RMGN / RMG Networks Holding Corp. 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35534 RMG Networks Holding Corporation (Exact name of registrant as spec

Second Amended and Restated Bylaws of RMG Networks Holding Corporation

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF RMG NETWORKS HOLDING CORPORATION September 28, 2018 TABLE OF CONTENTS ARTICLE I OFFICES 3 Section 1. Registered Office 3 Section 2. Other Offices 3 ARTICLE II MEETINGS OF STOCKHOLDERS 3 Section 1. Place of Meetings 3 Section 2. Annual Meetings 3 Section 3. Special Meetings 3 Section 4. Notice 3 Section 5. Adjournments 4 Section 6. Quorum 4 Section

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, 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): October 1, 2018 (September 26, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of

Third Amended and Restated Articles of Incorporation of RMG Networks Holding Corporation

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RMG NETWORKS HOLDING CORPORATION ARTICLE I Name. The name of the Corporation is RMG Networks Holding Corporation (the “Corporation”). ARTICLE II Registered Office and Registered Agent. The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County

RMGN / RMG Networks Holding Corp. S-8 POS

As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333–190526

RMGN / RMG Networks Holding Corp. RW

October 1, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

RMGN / RMG Networks Holding Corp. POS AM

As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333–214043 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RMG NETWORKS HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 27-4452594 (State or other juri

RMGN / RMG Networks Holding Corp. POS AM

As filed with the Securities and Exchange Commission on October 1, 2018. Registration No. 333–203582 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RMG NETWORKS HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3/A

SC 13E3/A 1 a18-178671sc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 6) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financ

RMG ANNOUNCES RESULTS OF SPECIAL MEETING AND EXPECTED MERGER CLOSING

Exhibit (a)(2)(viii) RMG ANNOUNCES RESULTS OF SPECIAL MEETING AND EXPECTED MERGER CLOSING DALLAS — (September 27, 2018) — RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a global leader in technology-driven visual communications, and SCG Digital, LLC (“Parent”), announced today that RMG’s stockholders voted to adopt and approve the previously announced merger agreement among RMG, Parent, SCG Digital Merger Sub, Inc.

RMGN / RMG Networks Holding Corp. / Klein Roger M. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RMG Networks Holding Corporation (Name of Issuer) Common (Title of Class of Securities) 74966K300 (CUSIP Number) September 4, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

RMGN / RMG Networks Holding Corp. DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 5) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financing, LLC SCG Digital Holdings, LLC White Kni

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 4, 2018 (August 28, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of i

RMGN / RMG Networks Holding Corp. PRER14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 4) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financing, LLC SCG Digital Holdings, LLC White Kni

Project Romulus Discussion Materials for the Special Committee of the Board of Directors RMG Networks Holding Corporation August 1, 2018 Member FINRA SIPC

Exhibit (c)(4) Project Romulus Discussion Materials for the Special Committee of the Board of Directors RMG Networks Holding Corporation August 1, 2018 Member FINRA SIPC DISCLAIMER Project Romulus This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “Materials”), are provided solely for the information of the Special Committee of the Board of Directors (the “Committee”) of RMG Networks Holding Corporation (“Romulus” or the “Company”) by Cassel Salpeter & Co.

RMGN / RMG Networks Holding Corp. CORRESP

VIA EDGAR August 31, 2018 Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: RMG Networks Holding Corporation Amended Schedule 13E-3 filed by RMG Networks Holding Corporation, et. al. Filed August 20, 2018 File No. 005-86187 Revised Preliminary Proxy Statement on Schedule 14A Filed August 20, 201

DRAFT FOR DISCUSSION PURPOSES ONLY

Exhibit (c)(3) DRAFT FOR DISCUSSION PURPOSES ONLY July [ ], 2018 RMG Networks Holding Corporation 15301 North Dallas Parkway Suite 500 Addison TX 75001 Attention: The Special Committee of the Board of Directors Members of the Special Committee of the Board of Directors: We have been advised that RMG Networks Holding Corporation (the “Company”) may enter into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company and New RMG Networks Holding Corporation (“New RMG”).

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 24, 2018 (August 21, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of inc

RMGN / RMG Networks Holding Corp. / Gregory H. Sachs Revocable Trust UDT Dtd. 4/24/98 - AMENDED FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* RMG Networks Holding Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) Gregory H. Sachs 520 Lake Cook Road, Suite 650 Deerfield, IL 60015 (312) 784-3952 (Name, Address and Tel

RMGN / RMG Networks Holding Corp. PRER14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment and Waiver Agreement, dated August 18, 2018, by and among RMG Networks Holding Corporation, RMG Networks, Inc., RMG Enterprise Solutions, Inc., RMG Networks Limited, and RMG Networks Middle East, LLC, and SCG Digital Financing, LLC.

Exhibit 2.2 THIS FIRST AMENDMENT AND WAIVER AGREEMENT (this “Amendment’’), dated August 18, 2018 (“Amendment Date”) is entered into by and among SCG Digital Financing, LLC, a Delaware limited liability company (“Lender”), and RMG Networks, Inc., a Delaware corporation, RMG Networks Holding Corporation, a Delaware corporation, RMG Enterprise Solutions, Inc., a Delaware corporation, RMG Networks Lim

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): August 20, 2018 (August 18, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of inc

First Amendment and Waiver Agreement, dated August 18, 2018, by and among RMG Networks Holding Corporation, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.

EX-2.1 2 a18-131578ex2d1.htm EX-2.1 Exhibit 2.1 THIS FIRST AMENDMENT AND WAIVER AGREEMENT (this “Amendment’’), dated August 18, 2018 (“Amendment Date”) is entered into by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), SCG Digital, LLC, a Delaware limited liability company (“Parent”), SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly owned subsid

RMGN / RMG Networks Holding Corp. 8-K

DEFA14A 1 a18-1315788k.htm 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): August 20, 2018 (August 18, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (Sta

First Amendment and Waiver Agreement, dated August 18, 2018, by and among RMG Networks Holding Corporation, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.

Exhibit 2.1 THIS FIRST AMENDMENT AND WAIVER AGREEMENT (this “Amendment’’), dated August 18, 2018 (“Amendment Date”) is entered into by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), SCG Digital, LLC, a Delaware limited liability company (“Parent”), SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and,

First Amendment and Waiver Agreement, dated August 18, 2018, by and among RMG Networks Holding Corporation, RMG Networks, Inc., RMG Enterprise Solutions, Inc., RMG Networks Limited, and RMG Networks Middle East, LLC, and SCG Digital Financing, LLC.

EX-2.2 3 a18-131578ex2d2.htm EX-2.2 Exhibit 2.2 THIS FIRST AMENDMENT AND WAIVER AGREEMENT (this “Amendment’’), dated August 18, 2018 (“Amendment Date”) is entered into by and among SCG Digital Financing, LLC, a Delaware limited liability company (“Lender”), and RMG Networks, Inc., a Delaware corporation, RMG Networks Holding Corporation, a Delaware corporation, RMG Enterprise Solutions, Inc., a De

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 3) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financing, LLC SCG Digital Holdings, LLC White Kni

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 14, 2018 (August 9, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of inco

RMGN / RMG Networks Holding Corp. 10-Q (Quarterly Report)

Table of Contents 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 June 30, 2018 ☐ 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 001-35

RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION

Exhibit 99.3 RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION I, Jonathan Trutter, do hereby resign as a Director of RMG Networks Holding Corporation, a Delaware corporation, effective as of the date hereof. Dated: August 2, 2018 /s/ Jonathan Trutter Jonathan Trutter [Director Resignation – Trutter]

RESIGNATION AS DIRECTOR RMG NETWORKS HOLDING CORPORATION

Exhibit 99.1 RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION I, Jeffrey Hayzlett, do hereby resign as a Director of RMG Networks Holding Corporation, a Delaware corporation, effective as of the date hereof. Dated: August 2, 2018 /s/ Jeffrey Hayzlett Jeffrey Hayzlett [Director Resignation – Hayzlett]

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): August 2, 2018 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commis

RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION

Exhibit 99.2 RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION I, Alan Swimmer, do hereby resign as a Director of RMG Networks Holding Corporation, a Delaware corporation, effective as of the date hereof. Dated: August 2, 2018 /s/ Alan Swimmer Alan Swimmer [Director Resignation – Swimmer]

RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION

Exhibit 99.3 RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION I, Jonathan Trutter, do hereby resign as a Director of RMG Networks Holding Corporation, a Delaware corporation, effective as of the date hereof. Dated: August 2, 2018 /s/ Jonathan Trutter Jonathan Trutter [Director Resignation – Trutter]

RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION

Exhibit 99.2 RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION I, Alan Swimmer, do hereby resign as a Director of RMG Networks Holding Corporation, a Delaware corporation, effective as of the date hereof. Dated: August 2, 2018 /s/ Alan Swimmer Alan Swimmer [Director Resignation – Swimmer]

RESIGNATION AS DIRECTOR RMG NETWORKS HOLDING CORPORATION

Exhibit 99.1 RESIGNATION AS DIRECTOR OF RMG NETWORKS HOLDING CORPORATION I, Jeffrey Hayzlett, do hereby resign as a Director of RMG Networks Holding Corporation, a Delaware corporation, effective as of the date hereof. Dated: August 2, 2018 /s/ Jeffrey Hayzlett Jeffrey Hayzlett [Director Resignation – Hayzlett]

RMGN / RMG Networks Holding Corp. 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): August 2, 2018 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commis

RMGN / RMG Networks Holding Corp. DEFA14A

DEFA14A 1 a18-183461defa14a.htm DEFA14A 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. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

RMGN / RMG Networks Holding Corp. / Gregory H. Sachs Revocable Trust UDT Dtd. 4/24/98 - AMENDED FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* RMG Networks Holding Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) Gregory H. Sachs 520 Lake Cook Road, Suite 650 Deerfield, IL 60015 (312) 784-3952 (Name, Address and Tel

RMGN / RMG Networks Holding Corp. PRER14A

PRER14A 1 a2236338zprer14a.htm PRER14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS 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. 2) Filed by the Registrant ý Filed by a Par

RMGN / RMG Networks Holding Corp. CORRESP

VIA EDGAR July 27, 2018 Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: RMG Networks Holding Corporation Amended Schedule 13E-3 filed by RMG Networks Holding Corporation, et. al. Filed June 27, 2018 File No. 005-86187 Revised Preliminary Proxy Statement on Schedule 14A Filed June 27, 2018 File

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 2) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financing, LLC SCG Digital Holdings, LLC White Kni

RMGN / RMG Networks Holding Corp. PRER14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 1) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financing, LLC SCG Digital Holdings, LLC White Kni

RMGN / RMG Networks Holding Corp. CORRESP

VIA EDGAR June 27, 2018 Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: RMG Networks Holding Corporation Schedule 13E-3 filed by RMG Networks Holding Corporation, SCG Digital, LLC, SCG Digital Merger Sub, Inc., SCG Digital Financing, LLC, SCG Digital Holdings, LLC, White Knight Capital Managem

RMGN / RMG Networks Holding Corp. DEFA14A

DEFA14A 1 a18-131575defa14a.htm DEFA14A 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. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

Notice of Extension of Go Shop Period, dated May 16, 2018, from the Company to SCG Digital, LLC.

EX-2.1 2 ex-2d1.htm EX-2.1 Exhibit 2.1 RMG Networks Holding Corporation 15301 Dallas Parkway, Suite 125 Addison, Texas 75001 May 16, 2018 Via Fedex Overnight and E-Mail SCG Digital, LLC c/o Sachs Capital Group, LLC 2132 Deep Water Lane, Suite 232 Naperville, IL 60564 Attn: Gregory Sachs With copy to: Foley Gardere LLP 2021 McKinney Ave. Suite 1600 Dallas, Texas 75230 Attention: Evan Stone and Chri

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): May 21, 2018 (May 16, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorpora

RMGN / RMG Networks Holding Corp. 8-K

DEFA14A 1 f8-k.htm 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): May 21, 2018 (May 16, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other ju

Notice of Extension of Go Shop Period, dated May 16, 2018, from the Company to SCG Digital, LLC.

EX-2.1 2 ex-2d1.htm EX-2.1 Exhibit 2.1 RMG Networks Holding Corporation 15301 Dallas Parkway, Suite 125 Addison, Texas 75001 May 16, 2018 Via Fedex Overnight and E-Mail SCG Digital, LLC c/o Sachs Capital Group, LLC 2132 Deep Water Lane, Suite 232 Naperville, IL 60564 Attn: Gregory Sachs With copy to: Foley Gardere LLP 2021 McKinney Ave. Suite 1600 Dallas, Texas 75230 Attention: Evan Stone and Chri

RMGN / RMG Networks Holding Corp. PREM14A

PREM14A 1 a2235656zprem14a.htm PREM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS 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. ) Filed by the Registrant ý Filed by a Part

RMGN / RMG Networks Holding Corp. 10-Q (Quarterly Report)

10-Q 1 a2235681z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

RMG Reports First Quarter 2018 Results

Exhibit 99.1 RMG Reports First Quarter 2018 Results DALLAS – May 10, 2018 – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a global leader in technology-driven visual communications, today announced its financial results for the first quarter ended March 31, 2018. First Quarter Financial Review Total revenue of $7.5 million decreased 17% from $9.0 million in the first quarter of 2017. P

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 10, 2018 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commissi

*Confidential* Fairness Opinion Discussion Materials April 2, 2018 Presentation to the Special Committee of the Board of Directors of:

Exhibit (c)(2) *Confidential* Fairness Opinion Discussion Materials April 2, 2018 Presentation to the Special Committee of the Board of Directors of: *Confidential* Disclaimer The following materials were prepared solely for discussion at the meeting of the Special Board Committee of RMG Networks Holding Corporation (“RMG” or the “Company”) on April 2, 2018, by Lake Street Capital Markets, LLC (“Lake Street”), on a confidential basis in evaluating the proposed transaction described herein.

RMGN / RMG Networks Holding Corp. / Rmg Networks Holding Corp - SC 13E3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) RMG NETWORKS HOLDING CORPORATION (Name of the Issuer) RMG Networks Holding Corporation SCG Digital, LLC SCG Digital Merger Sub, Inc. SCG Digital Financing, LLC SCG Digital Holdings, LLC White Knight Capital Manage

ESCROW AGREEMENT

EX-99.(D)(4) 3 a18-131071ex99dd4.htm EX-99.(D)(4) Exhibit (d)(4) ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2018, by and between RMG Networks Holding Corporation, a Delaware corporation, (the “Company”), SCG Digital, LLC, a Delaware limited liability company (“Parent”), SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly-owned s

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): May 8, 2018 (May 3, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporati

Letter Agreement, dated May 3, 2018, by and among the Company, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.

Exhibit 2.1 RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 May 3, 2018 SCG Digital, LLC SCG Merger Sub, Inc. SCG Digital Financing, LLC c/o Sachs Capital Group, LLC 2132 Deep Water Lane, Suite 232 Naperville, IL 60564 Attn: Greg Sachs Email: [email protected] Re: Merger Agreement Reference is made to that certain Agreement and Plan of Merger, dat

RMGN / RMG Networks Holding Corp. 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): May 8, 2018 (May 3, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporati

Letter Agreement, dated May 3, 2018, by and among the Company, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.

Exhibit 2.1 RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 May 3, 2018 SCG Digital, LLC SCG Merger Sub, Inc. SCG Digital Financing, LLC c/o Sachs Capital Group, LLC 2132 Deep Water Lane, Suite 232 Naperville, IL 60564 Attn: Greg Sachs Email: [email protected] Re: Merger Agreement Reference is made to that certain Agreement and Plan of Merger, dat

RMGN / RMG Networks Holding Corp. 10-K/A (Annual Report)

10-K/A 1 rmgn-20171231x10ka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file numb

Executive Employment Agreement, dated as of August 25, 2015, by and between RMG Enterprise Solutions, Inc. and Robert R. Robinson

EX-10.32 4 rmgn-20171231ex10322d094.htm EX-10.32 Exhibit 10.32 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 25, 2015, (the “Effective Date”) by and between RMG Enterprise Solutions, Inc., a Delaware corporation (the “Company”), and Robert Robinson (the “Executive”). The Company and Executive, intending to be legally bound, agree

SCG Financial Acquisition Corp. 2013 Equity Incentive Plan

EX-10.3 2 rmgn-20171231ex103b60335.htm EX-10.3 Exhibit 10.3 SCG Financial Acquisition Corp. 2013 Equity Incentive Plan Table of Contents Page 1. Purpose of the Plan 2 2. Definitions 2 3. Stock Subject to the Plan and Limitations on Cash Incentive Awards 3 (a) Stock Subject to the Plan 3 (b) Individual Award Limits 4 4. Administration of the Plan 4 5. Eligibility 6 6. Options 6 (a) Exercise Price 6

Amendment to Executive Employment Agreement, dated as of August 2, 2017, by and between RMG Enterprise Solutions, Inc. and Robert R. Robinson

Exhibit 10.33 Amendment to Executive Employment Agreement (“Agreement”) This Amendment to the Agreement (this “Amendment”), dated as of the date last signed below (the “Amendment Effective Date”), is between Robert R. Robinson (“Executive”) and RMG Enterprise Solutions, Inc., 15301 Dallas Parkway, Suite 500, Addison, TX 75001 (“Company”). W I T N E S S E T H: Whereas, Executive and Company entered

Bridge Loan Agreement, dated April 2, 2018, by and among SCG Digital Financing, LLC, RMG Networks Holding Corporation, RMG Enterprise Solutions, Inc., RMG Networks Limited and RMG Networks Middle East, LLC

Exhibit 10.30 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS MAY BE AMENDED, MODIFIED, RESTATED, REPLACED OR SUPPLEMENTED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF APRIL 2, 2018 BY AND BETWEEN SILICON VALLEY BANK, A CALIFORNIA CORPORATION (“SENIOR CREDITOR”) AND

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): April 24, 2018 (April 23, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incor

Letter Agreement, dated April 23, 2018, by and among the Company, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.

Exhibit 2.1 RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 April 23, 2018 SCG Digital, LLC SCG Merger Sub, Inc. SCG Digital Financing, LLC c/o Sachs Capital Group, LLC 2132 Deep Water Lane, Suite 232 Naperville, IL 60564 Attn: Greg Sachs Email: [email protected] Re: Merger Agreement Reference is made to that certain Agreement and Plan of Merger,

RMGN / RMG Networks Holding Corp. 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): April 24, 2018 (April 23, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incor

Letter Agreement, dated April 23, 2018, by and among the Company, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC.

Exhibit 2.1 RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 April 23, 2018 SCG Digital, LLC SCG Merger Sub, Inc. SCG Digital Financing, LLC c/o Sachs Capital Group, LLC 2132 Deep Water Lane, Suite 232 Naperville, IL 60564 Attn: Greg Sachs Email: [email protected] Re: Merger Agreement Reference is made to that certain Agreement and Plan of Merger,

RMGN / RMG Networks Holding Corp. / Gregory H. Sachs Revocable Trust UDT Dtd. 4/24/98 - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RMG Networks Holding Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) Gregory H. Sachs 520 Lake Cook Road, Suite 650 Deerfield, IL 60015 (312) 784-3952 (Name, Address and Tel

Power of Attorney (included on the signature page to this report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35534 RMG NETWORKS HOLDING CORPORATION Delaware 27-4452594 (State or other jurisdiction of (I.

Fourth Amendment to Loan and Security Agreement, dated March 1, 2017

Exhibit 10.18 FOURTH AMENDMENT to Loan and security agreement THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of January 31, 2017, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a Delawar

List of subsidiaries

Exhibit 21.1 Entity Name Jurisdiction of Organization RMG Networks Holding Corporation (f/k/a SCG Financial Acquisition Corp.) Delaware SCG Financial Merger I Corp. Delaware RMG Networks Holdings, Inc. (f/k/a Reach Media Group Holdings, Inc.) Delaware RMG Networks, Inc. Delaware RMG Media Networks, Inc. Delaware EMN Acquisition Corporation Delaware Executive Media Network, Inc. New York Corporate

Second Amendment to Loan and Security Agreement, dated as of March 9, 2016.

Exhibit 10.16 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of March 9, 2016, by and among SILICON VALLEY BANK , a California corporation (“ Bank ”), and RMG NETWORKS HOLDING CORPORATION , a Delaware corporation, RMG NETWORKS, INC. , a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC. , a Dela

First Amendment to Loan and Security Agreement, dated as of November 17, 2015.

Exhibit 10.15 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of November 17, 2015, by and among SILICON VALLEY BANK , a California corporation (“ Bank ”), and RMG NETWORKS HOLDING CORPORATION , a Delaware corporation, RMG NETWORKS, INC. , a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC. , a De

Agreement and Plan of Merger, dated April 2, 2018 (7)

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among RMG NETWORKS HOLDING CORPORATION, SCG DIGITAL, LLC SCG DIGITAL MERGER SUB, INC., AND, SOLELY FOR THE PURPOSES OF SECTIONS 6.19, 8.03 AND 8.04, SCG DIGITAL FINANCING, LLC April 2, 2018 The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Ag

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8-k.htm 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): April 3, 2018 (April 2, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other juri

Voting Agreement, dated April 2, 2018 (7)

Exhibit 2.3 Execution Version VOTING AGREEMENT VOTING AGREEMENT, dated as of April 2, 2018, (this “Agreement”), by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, the Company, SCG Digital, LLC, a Delaware limited liabi

Bridge Loan Agreement, dated April 2, 2018, by and among SCG Digital Financing, LLC, RMG Networks Holding Corporation, RMG Enterprise Solutions, Inc., RMG Networks Limited and RMG Networks Middle East, LLC (23)

Exhibit 2.2 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS MAY BE AMENDED, MODIFIED, RESTATED, REPLACED OR SUPPLEMENTED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF APRIL 2, 2018 BY AND BETWEEN SILICON VALLEY BANK, A CALIFORNIA CORPORATION (“SENIOR CREDITOR”) AND S

First Amendment to Amended and Restated Loan and Security Agreement, dated April 2, 2018 (18)

Exhibit 2.4 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of April 2, 2018, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG EN

RMG NETWORKS HOLDING CORPORATION AGREES TO BE ACQUIRED BY SCG DIGITAL, LLC

Exhibit 99.1 RMG NETWORKS HOLDING CORPORATION AGREES TO BE ACQUIRED BY SCG DIGITAL, LLC DALLAS — (April 3, 2018) – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a global leader in technology-driven visual communications, and SCG Digital, LLC, announced today the execution of a definitive merger agreement pursuant to which SCG Digital, LLC, an affiliate of Mr. Gregory Sachs, RMG’s Execut

Subordinated Loan and Security Agreement, dated as of April 2, 2018, by and among the Company, RMG Networks, Inc., RMG Enterprise Solutions, Inc., RMG Networks Limited, RMG Networks Middle East, LLC, and SCG Digital Financing, LLC.

Exhibit 2.2 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS MAY BE AMENDED, MODIFIED, RESTATED, REPLACED OR SUPPLEMENTED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF APRIL 2, 2018 BY AND BETWEEN SILICON VALLEY BANK, A CALIFORNIA CORPORATION (“SENIOR CREDITOR”) AND S

RMGN / RMG Networks Holding Corp. 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): April 3, 2018 (April 2, 2018) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorpo

Press release dated April 3, 2018.

Exhibit 99.1 RMG NETWORKS HOLDING CORPORATION AGREES TO BE ACQUIRED BY SCG DIGITAL, LLC DALLAS — (April 3, 2018) – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a global leader in technology-driven visual communications, and SCG Digital, LLC, announced today the execution of a definitive merger agreement pursuant to which SCG Digital, LLC, an affiliate of Mr. Gregory Sachs, RMG’s Execut

Voting Agreement, dated April 2, 2018, by and between the Company and certain stockholders of the Company.

Exhibit 2.3 Execution Version VOTING AGREEMENT VOTING AGREEMENT, dated as of April 2, 2018, (this “Agreement”), by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”). RECITALS WHEREAS, concurrently with the execution of this Agreement, the Company, SCG Digital, LLC, a Delaware limited liabi

Agreement and Plan of Merger, dated as of April 2, 2018, by and among the Company, RMG Acquisition, Inc. and RMG Merger, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among RMG NETWORKS HOLDING CORPORATION, SCG DIGITAL, LLC SCG DIGITAL MERGER SUB, INC., AND, SOLELY FOR THE PURPOSES OF SECTIONS 6.19, 8.03 AND 8.04, SCG DIGITAL FINANCING, LLC April 2, 2018 The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Ag

First Amendment to Amended and Restated Loan and Security Agreement, dated as of April 2, 2018

Exhibit 2.4 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of April 2, 2018, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG EN

RMGN / RMG Networks Holding Corp. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 52247 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

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 15, 2018 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commis

RMGN / RMG Networks Holding Corp. 8-K (Current Report)

rmgnCurrentFolio8KwoExhibit UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMGN / RMG Networks Holding Corp. 10-Q (Quarterly Report)

Table of Contents 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, 2017 ☐ 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 0

Amended and Restated Loan and Security Agreement, dated effective as of October 13, 2017(15)

Exhibit 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated effective as of October 13, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS, INC., a Delaware corporation, RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a

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 7, 2017 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Comm

RMG Reports Third Quarter 2017 Results Management Optimistic About Interest in Newly Launched SaaS-Based Platform -- Korbyt; New Cloud Solutions Expected to Significantly Expand Addressable Market for RMG

Exhibit 99.1 Exhibit 99.1 RMG Reports Third Quarter 2017 Results Management Optimistic About Interest in Newly Launched SaaS-Based Platform - Korbyt; New Cloud Solutions Expected to Significantly Expand Addressable Market for RMG Third Quarter Highlights ? Total revenues of $8.8 million decreased 8% year-over-year ? Net loss of $1.9 million; Adj. EBITDA loss1 of $0.9 million ? Launched KorbytTM, R

RMG Networks Holding FORM 8-K (Current Report/Significant Event)

RMG 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): August 31, 2017 (August 30, 2017) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdictio

RMG Regains Compliance with Nasdaq Listing Requirements

Exhibit 99.1 Exhibit 99.1 RMG Regains Compliance with Nasdaq Listing Requirements DALLAS, TX ? August 31, 2017 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a leading provider of technology-driven visual communications, today announced it received a letter from the NASDAQ Listing Qualifications Staff on August 30, 2017, notifying the Company that it regained compliance with NASDAQ?s m

RMG Announces Completion of Reverse Stock Split

EXHIBIT 99.1 EXHIBIT 99.1 RMG Announces Completion of Reverse Stock Split DALLAS ? (August 15, 2017) ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a global leader in technology-driven visual communications, announced today that it completed the previously-announced 1-for-4 reverse split of its outstanding common stock following the market close on August 14, 2017. RMG common stock wil

Certificate of Amendment to Amended and Restated Certificate of Incorporation (17)

EX-3.1 2 exh0301.htm CERTIFICATE OF AMENDMENT TO AMENDED & RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RMG NETWORKS HOLDING CORPORATION RMG Networks Holding Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does here

RMG Networks Holding FORM 8-K (Current Report/Significant Event)

RMG 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): August 15, 2017 (August 14, 2017) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdictio

RMG Networks Holding FORM 8-K (Current Report/Significant Event)

RMG 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): August 1, 2017 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

RMG Reports Second Quarter 2017 Results Achieves Year-over-Year Revenue Growth for the Second Consecutive Quarter Narrowed Net Loss; Achieves Positive Quarterly Adj. EBITDA

99.1 Exhibit 99.1 RMG Reports Second Quarter 2017 Results Achieves Year-over-Year Revenue Growth for the Second Consecutive Quarter Narrowed Net Loss; Achieves Positive Quarterly Adj. EBITDA Second Quarter Highlights ? Total revenues of $9.1 million increased 4% year-over-year ? Net loss of $1.2 million; Adj. EBITDA1 of $52,000 ? Signed $530,000 contract to expand an existing customer?s interactiv

RMGN / RMG Networks Holding Corp. 10-Q (Quarterly Report)

Table of Contents 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 June 30, 2017 ☐ 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 001-35

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

RMG 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): June 20, 2017 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

SCG Financial Acquisition Corp. 2013 Equity Incentive Plan Amendment One (22)

Exhibit 10.1 Exhibit 10.1 SCG FINANCIAL ACQUISITION CORP. 2013 EQUITY INCENTIVE PLAN AMENDMENT ONE The SCG Financial Acquisition Corp. 2013 Equity Incentive Plan (the "Plan") is hereby amended as follows in accordance with and at the direction of the RMG Networks Holding Corporation Board of Directors: 1. The first paragraph of Plan Section 3(a), Stock Subject to the Plan, is amended in its entire

LIMITED POWER OF ATTORNEY (Robert Robinson)

Exhibit 24 LIMITED POWER OF ATTORNEY (Robert Robinson) KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitute and appoint each and any of Ameer Ahmad and Jason Simon his true and lawful attorneys-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 (until revoked in writing) to: (1) prepare, exec

RMG Reports First Quarter 2017 Results First quarter of YoY revenue growth since 2015

rmgnEx991 Earnings Release Exhibit 99.1 RMG Reports First Quarter 2017 Results First quarter of YoY revenue growth since 2015 First Quarter Highlights ? Total revenues of $9.0 million increased 3% year-over-year ? Net loss of $1.3 million; Adj. EBITDA loss of $560,000 ? Converted second Supply Chain solution pilot into initial rollout contract with $100B+ retailer ? Announced $640,000 implementati

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 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): May 4, 2017 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents 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, 2017 ☐ 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 001-3

RMG Networks Holding DEF 14A

rmgnCurrentFolioDEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

RMG Networks Holding PRE 14A

rmgnCurrentFolioDEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

rmgnCurrentFolio8KwoExhibit UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMG Networks Holding 8-K (Current Report/Significant Event)

rmgnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMG Announces Receipt of NASDAQ Listing Extension

rmgnEx991 Exhibit 99.1 RMG Announces Receipt of NASDAQ Listing Extension DALLAS (3/22/17) ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG, a global leader in technology-driven visual communications, is pleased to announce today that the Listing Qualifications Staff of The NASDAQ Stock Market (?Nasdaq?) has granted the Company?s request for an additional extension through September 18, 20

RMG Networks Holding 8-K (Current Report/Significant Event)

rmgnCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RMG Reports Fourth Quarter and Full Year 2016 Results Achieves Sequential Revenue Growth and Narrows GAAP Operating Loss in Q4 Generates Positive Quarterly Adj. EBITDA for Second Consecutive Quarter

rmgnEx991 Exhibit 99.1 RMG Reports Fourth Quarter and Full Year 2016 Results Achieves Sequential Revenue Growth and Narrows GAAP Operating Loss in Q4 Generates Positive Quarterly Adj. EBITDA for Second Consecutive Quarter Fourth Quarter Highlights ??Total revenues of $10.7 million increased 12% sequentially ??Loss from continuing operations of $1.0 million; Adj. EBITDA1 increased sequentially to $

Fourth Amendment to Loan and Security Agreement, effective as of January 31, 2017 (14)

Exhibit 10.18 FOURTH AMENDMENT to Loan and security agreement THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of January 31, 2017, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a Delawar

Entity Name

EX-21.1 5 rmgn-20161231ex21169f657.htm EX-21.1 Exhibit 21.1 Entity Name Jurisdiction of Organization RMG Networks Holding Corporation (f/k/a SCG Financial Acquisition Corp.) Delaware SCG Financial Merger I Corp. Delaware RMG Networks Holdings, Inc. (f/k/a Reach Media Group Holdings, Inc.) Delaware RMG Networks, Inc. Delaware RMG Media Networks, Inc. Delaware EMN Acquisition Corporation Delaware Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35534 RMG NETWORKS HOLDING CORPORATION Delaware 27-4452594 (State or other jurisdiction of (I.

First Amendment to Loan and Security Agreement, dated as of November 17, 2015 (14)

Exhibit 10.15 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of November 17, 2015, by and among SILICON VALLEY BANK , a California corporation (“ Bank ”), and RMG NETWORKS HOLDING CORPORATION , a Delaware corporation, RMG NETWORKS, INC. , a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC. , a De

Second Amendment to Loan and Security Agreement, dated as of March 9, 2016 (14)

Exhibit 10.16 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of March 9, 2016, by and among SILICON VALLEY BANK , a California corporation (“ Bank ”), and RMG NETWORKS HOLDING CORPORATION , a Delaware corporation, RMG NETWORKS, INC. , a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC. , a Dela

19,538,858 Shares of Common Stock 2,533,333 Warrants

Filed Pursuant to Rule 424(b)(1) Registration Statement No. 333-215673 PROSPECTUS 19,538,858 Shares of Common Stock 2,533,333 Warrants This prospectus relates to the offer and sale (or other disposition) by selling securityholders of up to (i) 2,533,333 warrants, (ii) 2,533,333 shares of our common stock, par value $0.0001 per share, underlying those warrants and (iii) 17,005,525 shares of our com

RMG Networks Holding ESP

CORRESP RMG Networks Holding Corporation 15301 Dallas Parkway Suite 500 Addison, TX 75001 (800) 827-9666 February 7, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

RMG Networks Holding FORM S-3

S-3 As filed with the Securities and Exchange Commission on January 23, 2017 Registration Statement No.

Executive Employment Agreement, dated as of January 16, 2017, by and between SCG Financial Merger I Corp. and Robert Michelson (16)

10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of January 16, 2017, (the ?Effective Date?) by and between SCG Financial Merger I Corp., a Delaware corporation (together with any successor thereto, the ?Company?), and Robert Michelson (?Executive?). RECITALS WHEREAS, Executive and the Company have previously entered into th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): January 17, 2017 (January 16, 2017) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of i

RMGN / RMG Networks Holding Corp. / Wilson Donald R. Jr. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* RMG NETWORKS HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) 2012 DOOH INVESTMENTS LLC 540 W. Madison Street, Suite 2500 Chicago, Illinois 60661 Attn: Donald R. Wilso

RMG Announces Results of Successful, Oversubscribed Rights Offering

Exhibit 99.1 Exhibit 99.1 RMG Announces Results of Successful, Oversubscribed Rights Offering DALLAS, TX – 12/27/2016 – RMG Networks Holding Corporation (NASDAQ: RMGN) (“RMG” or the “Company”), a leading provider of technology-driven visual communications solutions, today announced that the subscription period for its previously announced rights offering (“Rights Offering”) expired on December 22,

Registration Rights Agreement, dated December 29, 2016, by and among RMG Networks Holding Corporation, 2012 DOOH Investments LLC, DRW Commodities, LLC and Children’s Trust C/U The Donald R. Wilson 2009 GRAT #1 (13)

10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the ?Agreement?) is made and entered into as of this 29th day of December, 2016, by and among RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), 2012 DOOH Investments LLC (?DOOH Investments?), DRW Commodities, LLC (?DRW Commodities?), and Children?s Trust C/U The Donald R. Wilson 2009 GRAT #1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

RMG 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, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporati

RMG Closes Successful, Oversubscribed Rights Offering Net Proceeds of $4.5 Million to Provide Working Capital for Growth Strategy

Exhibit 99.2 Exhibit 99.2 RMG Closes Successful, Oversubscribed Rights Offering Net Proceeds of $4.5 Million to Provide Working Capital for Growth Strategy DALLAS, TX ? 12/29/2016 ? RMG Networks Holding Corporation (NASDAQ: RMGN) (?RMG? or the ?Company?), a leading provider of technology-driven visual communications solutions, today announced the closing of its previously announced rights offering

RMG Networks Holding 3D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A 1 e61560813da-wilson.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* RMG NETWORKS HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) 2012 DOOH INVESTMENTS LLC 540 W. Madison Street, Suite 2500 Chicago, Ill

RMG NETWORKS HOLDING CORPORATION 15301 North Dallas Parkway, Suite 500 Addison, TX 75001

Exhibit 99.2 Exhibit 99.2 RMG NETWORKS HOLDING CORPORATION 15301 North Dallas Parkway, Suite 500 Addison, TX 75001 November 30, 2016 Dear Common Stock holder: Enclosed are the prospectus supplement, dated November 30, 2016 (as the same may be amended, the “Prospectus Supplement”), and other materials relating to the rights offering (the “Rights Offering”) by RMG NETWORKS HOLDING CORPORATION (the “

RMG Announces Commencement of Rights Offering

Exhibit 99.8 Exhibit 99.8 RMG Announces Commencement of Rights Offering DALLAS, TX ? 11/30/2016 ? RMG Networks Holding Corporation (NASDAQ: RMGN) (?RMG? or the ?Company?), a leading provider of technology-driven visual communications solutions, today announced that it has commenced a rights offering (?Rights Offering?) to raise gross proceeds of up to approximately $4.8 million. The Company has gr

Standby Purchase Agreement, dated November 30, 2016, by and among RMG Networks Holding Corporation, 2012 DOOH Investments LLC, DRW Commodities, LLC and Children’s Trust C/U The Donald R. Wilson 2009 GRAT #1 (12)

10.2 Exhibit 10.2 STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of November 30, 2016, among RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), 2012 DOOH Investments LLC (?DOOH Investments?), DRW Commodities, LLC (?DRW Commodities?), and Children?s Trust C/U The Donald R. Wilson 2009 GRAT #1 (the ?Trust? and together

RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 22, 2016,

Exhibit 99.3 Exhibit 99.3 RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 22, 2016, SUBJECT TO EXTENSION OR EARLIER TERMINATION. November 30, 2016 To Securities Dealers, Commercial Banks, Trust Companies and

RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES NOMINEE HOLDER CERTIFICATION

Exhibit 99.5 Exhibit 99.5 RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES NOMINEE HOLDER CERTIFICATION The undersigned, a bank, custodian bank or other nominee holder (the ?Nominee Holder?) of rights (the ?Subscription Rights?) to purchase shares of common stock, par value $0.0001 per share (the

NOTICE OF GUARANTEED DELIVERY

EX-99.7 11 exh9907.htm Exhibit 99.7 NOTICE OF GUARANTEED DELIVERY This form, or one substantially equivalent to this form, must be used to exercise Subscription Rights pursuant to the Rights Offering described in the prospectus supplement dated November 30, 2016 (the “Prospectus”) of RMG Networks Holding Corporation, a Delaware corporation (the “Company”), if a holder of Subscription Rights cannot

RMG NETWORKS HOLDING CORPORATION (Incorporated under the laws of the State of Delaware) Non-transferable SUBSCRIPTION RIGHTS CERTIFICATE Evidencing non-transferable Subscription Rights, each to Purchase Shares of Common Stock of RMG Networks Holding

Exhibit 99.1 Exhibit 99.1 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY?S PROSPECTUS SUPPLEMENT DATED NOVEMBER 30, 2016 (AS THE SAME MAY BE AMENDED, THE ?PROSPECTUS SUPPLEMENT?) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND BASE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 a13018.htm FORM 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): November 30, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdict

RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES BENEFICIAL OWNER ELECTION FORM

Exhibit 99.6 Exhibit 99.6 RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES BENEFICIAL OWNER ELECTION FORM I (We), the undersigned, acknowledge receipt of your letter and the enclosed materials relating to the offering of shares of common stock, par value $0.0001 per share (the ?Shares?) of RMG NET

Dealer-Manager Agreement, dated November 30, 2016, by and between Monarch Capital Group, LLC and RMG Networks Holding Corporation (12)

10.1 Exhibit 10.1 DEALER-MANAGER AGREEMENT November 30, 2016 Monarch Capital Group, LLC As Dealer-Manager 500 Fifth Avenue, Suite 2240 New York, NY 10110 Ladies and Gentlemen: The following will confirm our agreement relating to the proposed subscription rights offering (the ?Rights Offering?) to be undertaken by RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), pursuant to

RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 22, 2016,

Exhibit 99.4 Exhibit 99.4 RMG NETWORKS HOLDING CORPORATION UP TO 7,741,909 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF NON-TRANSFERABLE RIGHTS TO SUBSCRIBE FOR SUCH SHARES THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 22, 2016, SUBJECT TO EXTENSION AND EARLIER TERMINATION. To Our Clients: We are sending this letter to you because we hold shares of RM

Up to 7,741,909 Shares of Common Stock of RMG Networks Holding Corporation Issuable Upon the Exercise of Subscription Rights

424B5 1 a13017.htm PROSPECTUS SUPPLEMENT DATED NOVEMBER 2, 2016 Filed Pursuant to 424(b)(5) Registration No. 333214043 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 2, 2016) Up to 7,741,909 Shares of Common Stock of RMG Networks Holding Corporation Issuable Upon the Exercise of Subscription Rights RMG Networks Holding Corporation is conducting a rights offering. We are distributing at no cha

RMGN / RMG Networks Holding Corp. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* RMG Networks Holding Corporation (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 74966K102 (CUSIP Number) November 9, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Financial Statements and Exhibits, Other Events

8-K 1 a13010.htm FORM 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): November 16, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdict

RMG Announces Planned Rights Offering and Record Date

Exhibit 99.1 Exhibit 99.1 RMG Announces Planned Rights Offering and Record Date DALLAS, TX – 11/16/2016 – RMG Networks Holding Corporation (NASDAQ: RMGN) (“RMG” or the “Company”), a leading provider of technology-driven visual communications solutions, today announced that its board of directors has approved a capital raise by way of a rights offering in which its existing stockholders will be gra

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 3, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Comm

RMG Reports Third Quarter 2016 Results Achieves Sequential Revenue Growth, Significantly Improved Upon Loss from Continuing Operations; Extremely Pleased to Announce Positive Quarterly Adj. EBITDA Substantial Progress Against Strategic Plan with Prod

Exhibit 99.1 Exhibit 99.1 RMG Reports Third Quarter 2016 Results Achieves Sequential Revenue Growth, Significantly Improved Upon Loss from Continuing Operations; Extremely Pleased to Announce Positive Quarterly Adj. EBITDA Substantial Progress Against Strategic Plan with Product Launch, Software Enhancements and New Strategic Partnerships Third Quarter Highlights ? Total revenues of $9.5 million i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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, 2016 ☐ 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 000-51644 RMG

$10,000,000 RMG NETWORKS HOLDING CORPORATION COMMON STOCK PREFERRED STOCK

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-214043 PROSPECTUS $10,000,000 RMG NETWORKS HOLDING CORPORATION COMMON STOCK PREFERRED STOCK WARRANTS RIGHTS UNITS We may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, any combination of the securities described in this prospectus, in amounts, at prices and on terms that will be dete

RMG Networks Holding ESP

RMG Networks Holding Corporation 15301 Dallas Parkway Suite 500 Addison, TX 75001 (800) 827-9666 October 31, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

RMG Networks Holding FORM S-3

S-3 As filed with the Securities and Exchange Commission on October 11, 2016 Registration No.

Third Amendment to Loan and Security Agreement, dated September 30, 2016 (11)

Exhibit 10.1 Exhibit 10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into effective as of September 30, 2016, by and among SILICON VALLEY BANK, a California corporation (?Bank?), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a12992.htm FORM 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): September 30, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdic

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 19, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Co

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 June 30, 2016 ☐ 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 000-51644 RMG Netwo

RMG Networks Holding FORM 8-K (Current Report/Significant Event)

RMG 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): August 11, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation

RMG Networks Reports Second Quarter 2016 Results Substantial year-over-year improvement in operating loss by $0.9 million Delivers strong progress on key strategic initiatives

Exhibit 99.1 RMG Networks Reports Second Quarter 2016 Results Substantial year-over-year improvement in operating loss by $0.9 million Delivers strong progress on key strategic initiatives Second Quarter Highlights · Operating loss of $1.5 million narrowed by $0.9 million year-over-year; Adj. EBITDA1 loss of $0.4 million narrowed by $2.0 million year-over-year · Total revenue of $8.7 million decre

Submission of Matters to a Vote of Security Holders

RMG 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): June 21, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

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 12, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commissi

RMG Networks Reports First Quarter 2016 Results $1.2 Million YoY Improvement in EBITDA Improved Sales Productivity Drives 25% YoY Increase in Product Revenues

Exhibit Exhibit 99.1 RMG Networks Reports First Quarter 2016 Results $1.2 Million YoY Improvement in EBITDA Improved Sales Productivity Drives 25% YoY Increase in Product Revenues First Quarter Highlights ? EBITDA1 loss of $0.4 million improved $1.2 million year-over-year ? Total revenues of $8.7 million decreased 7% year-over-year ? Product revenues increased 25% year-over-year ? Operating expens

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, 2016 ☐ 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 000-51644 RMG Networks

RMG Networks Holding DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): April 11, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commis

Form of Stock Incentive Award Agreement (21)

RMG 8-K Exhibit 10.1 SCG FINANCIAL ACQUISITION CORP. 2013 EQUITY INCENTIVE PLAN STOCK INCENTIVE AWARD AGREEMENT 1. Grant of Option. RMG Networks Holding Corporation (the ?Company?) hereby grants to the party identified below (the ?Optionee?) an option to purchase the amount of shares of common stock of the Company set forth below (the "Shares") on the terms and conditions set forth in this Agreeme

RMG Networks Regains Compliance with Nasdaq Listing Requirements

Exhibit Exhibit 99.1 RMG Networks Regains Compliance with Nasdaq Listing Requirements DALLAS, TX ? April 7, 2016 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks?, a leading provider of technology-driven visual communications solutions, today announced it received a letter from the NASDAQ Listing Qualifications Staff on April 5, 2016, notifying the Company that it regained compli

RMG Networks Holding FORM 8-K (Current Report/Significant Event)

RMG 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): April 7, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a12911.htm 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 31, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incor

RMG Networks Holding 14A

14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 1

RMG Networks Reports Fourth Quarter and Year End 2015 Results Reports First Positive Quarterly EBITDA in Over Two Years

Exhibit 99.1 Exhibit 99.1 RMG Networks Reports Fourth Quarter and Year End 2015 Results Reports First Positive Quarterly EBITDA in Over Two Years Fourth Quarter Highlights · EBITDA1 of $0.5M, first positive quarterly EBITDA since 2013 · Total revenues of $11.8 million increased 15% sequentially · Product revenues increased 42% sequentially · Operating expenses2 decreased 17% sequentially · Awarded

RMG Networks Holding (Current Report/Significant Event)

RMG 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): March 10, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35534 RMG NETWORKS HOLDING CORPORATION Delaware 27-4452594 (State or other jurisdiction of (I.

Entity Name

Exhibit Exhibit 21.1 Entity Name Jurisdiction of Organization RMG Networks Holding Corporation (f/k/a SCG Financial Acquisition Corp.) Delaware SCG Financial Merger I Corp. Delaware RMG Networks Holdings, Inc. (f/k/a Reach Media Group Holdings, Inc.) Delaware RMG Networks, Inc. Delaware RMG Media Networks, Inc. Delaware EMN Acquisition Corporation Delaware Executive Media Network, Inc. New York Co

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.16 Exhibit 10.16 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of March 9, 2016, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.15 Exhibit 10.15 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of November 17, 2015, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, IN

Financial Statements and Exhibits, Other Events

RMG 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): February 23, 2016 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporati

RMG Networks Announces Continued Listing on Nasdaq

Exhibit Exhibit 99.1 RMG Networks Announces Continued Listing on Nasdaq DALLAS, TX ? February 25, 2016 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks?, a leading provider of technology-driven visual communications solutions, is pleased to announce today that it received a positive determination from the Nasdaq Stock Market granting approval of the Company's request to transfer

RMGN / RMG Networks Holding Corp. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RMG Networks Holding Corporation (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 74966K102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

RMGN / RMG Networks Holding Corp. / PACKER PAUL - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 gcpsc13g.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* RMG Networks Holding Corporation (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74966K102 (CUSIP Number) December 31, 2015 (Dat

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, 2015 ☐ 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 000-51644 RMG Netwo

RMG Networks Reports Robust Sequential Revenue Growth for Third Quarter of 2015 Continues Strong Progress on Key Strategic Initiatives Further Reduces Quarterly Cash Operating Expenses1 Significant Narrowing of Adjusted EBITDA Loss1

99.1 Exhibit 99.1 RMG Networks Reports Robust Sequential Revenue Growth for Third Quarter of 2015 Continues Strong Progress on Key Strategic Initiatives Further Reduces Quarterly Cash Operating Expenses1 Significant Narrowing of Adjusted EBITDA Loss1 Third Quarter Highlights ? Total revenues1 of $10.2 million increased 9% sequentially ? Product revenues1 increased 10% sequentially ? Professional S

RMG Networks Holding (Current Report/Significant Event)

RMG 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): November 12, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporati

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

RMG 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): November 2, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporatio

Loan and Security Agreement, dated as of October 13, 2015 (9)

Exhibit EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of October 13, 2015 (?Effective Date?) between SILICON VALLEY BANK, a California corporation (?Bank?), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a Delaware corporation, RMG NETWORKS LIMITED, a c

RMG Networks Secures New Revolving Credit Facility from Silicon Valley Bank

EX-99.1 3 exh9901.htm EXHIBIT 99.1 RMG Networks Secures New Revolving Credit Facility from Silicon Valley Bank DALLAS, TX – November 4, 2015 - RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG NetworksTM, a leading provider of technology-driven visual communications solutions, announced today that it has entered into a new $7.5 million revolving credit facility with Silicon Valley Bank. The

RMG Networks Holding (Current Report/Significant Event)

RMG 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): August 25, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

RMG 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): August 24, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ 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 000-51644 RMG Networks Ho

RMG Networks Holding (Current Report/Significant Event)

RMG 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): August 13, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation

RMG Networks Reports Second Quarter 2015 Results Launch of Largest Platform Upgrade in Five Years Supports Strategic Progress Completed Strategic Divestiture of Airline Media Networks Business

Exhibit Exhibit 99.1 RMG Networks Reports Second Quarter 2015 Results Launch of Largest Platform Upgrade in Five Years Supports Strategic Progress Completed Strategic Divestiture of Airline Media Networks Business Second Quarter Highlights ? Product revenue increased 32% sequentially, reflecting improved sales execution ? Maintenance revenue increased 4% sequentially, stabilizing from recent quart

Baker Tilly Virchow Krause, LLP

Exhibit Baker Tilly Virchow Krause, LLP 225 S Sixth St, Ste 2300 Minneapolis, MN 55402-4661 tel 612 876 4500 fax 612 238 8900 bakertilly.

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): July 10, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (Commiss

Financial Statements and Exhibits, Other Events

RMG 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): July 1, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation) (

RMG Networks Completes Sale of Airline Media Network Business Divestiture increases focus on core Enterprise growth initiatives

99.1 Exhibit 99.1 RMG Networks Completes Sale of Airline Media Network Business Divestiture increases focus on core Enterprise growth initiatives DALLAS, TX ? July 1, 2015 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a worldwide leader in intelligent visual communications solutions, announced today it has completed the sale of its Airline Media Network business to Global Eag

RMG Networks Holding (Current Report/Significant Event)

RMG 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): June 23, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

SCG FINANCIAL ACQUISITION CORP. 2013 EQUITY INCENTIVE PLAN STOCK INCENTIVE AWARD AGREEMENT

EX-99.F 3 exhf.htm Exhibit F SCG FINANCIAL ACQUISITION CORP. 2013 EQUITY INCENTIVE PLAN STOCK INCENTIVE AWARD AGREEMENT 1. Grant of Option. RMG Networks Holding Corporation (the "Company") hereby grants to the party identified below (the “Optionee”) an option to purchase the amount of shares of common stock of the Company set forth below (the “Shares”) on the terms and conditions set forth in this

RMGN / RMG Networks Holding Corp. / Gregory H. Sachs Revocable Trust UDT Dtd. 4/24/98 Activist Investment

13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RMG Networks Holding Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) Gregory H. Sachs 520 Lake Cook Road, Suite 650 Deerfield, IL 60015 (312) 784-3952 (Name, Address and Te

JOINT FILING AGREEMENT

EX-99.A 2 exha.htm EXHIBIT A JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set for

RMG Networks Holding 14A

DEF 14A 1 i12773.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as pe

RMG Networks Holding (Current Report/Significant Event)

RMG 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): May 26, 2015 (May 19, 2015) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of i

JOINT FILING AGREEMENT

Exhibit 22 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D with respect to the shares of common stock of RMG Networks Holding Corp.

RMGN / RMG Networks Holding Corp. / Wilson Donald R. Jr. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RMG NETWORKS HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) 2012 DOOH INVESTMENTS LLC 540 W. Madison Street, Suite 2500 Chicago, Illinois 60661 Attn: Donald R. Wilson

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 a12777.htm 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 19, 2015 (May 13, 2015) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdic

RMG Networks Announces Results of Special Meeting Stockholders Approve Issuance of Common Stock upon Conversion of Preferred Shares

99.1 Exhibit 99.1 RMG Networks Announces Results of Special Meeting Stockholders Approve Issuance of Common Stock upon Conversion of Preferred Shares DALLAS, TX ? May 14, 2015 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks?, a leading provider of technology-driven visual communications solutions, today announced that at the special meeting of stockholders that was held on May 1

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, 2015 ☐ 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 000-51644 RMG Networks

RMG Networks Announces One-Day Adjournment of Special Meeting

Exhibit Exhibit 99.2 RMG Networks Announces One-Day Adjournment of Special Meeting DALLAS, TX – May 13, 2015 – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks™, a leading provider of technology-driven visual communications solutions, today announced that its special meeting of stockholders that was scheduled for, and was convened on, May 12, 2015, was adjourned due to the lack of

RMG Networks Holding (Current Report/Significant Event)

RMG 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): May 14, 2015 (May 13, 2015) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of i

RMG NETWORKS REPORTS FIRST QUARTER 2015 RESULTS Continues Strong Progress on Key Strategic Initiatives Significantly Narrows Adjusted EBITDA Loss from Continuing Operations from Prior Year

EX-99.1 2 exh991.htm Exhibit 99.1 RMG NETWORKS REPORTS FIRST QUARTER 2015 RESULTS Continues Strong Progress on Key Strategic Initiatives Significantly Narrows Adjusted EBITDA Loss from Continuing Operations from Prior Year First Quarter Highlights · Total revenues from continuing operations1 of $9.3 million; narrowed adjusted EBITDA loss from continuing operations1,2 to $1.6 million from $2.8 mill

Common Stock

S-3 Filed Pursuant to Rule 424(b)(1) Registration Statement No. 333-203582 PROSPECTUS Common Stock This prospectus relates to the resale of up to 26,238,095 shares of our common stock (the ?Shares?), which may be offered for sale from time to time by the selling stockholders named in this prospectus. 24,999,999 of the Shares represent shares of common stock issuable upon the conversion of 249,999.

EX-24

poa.htm

RMG Networks Holding A

As filed with the Securities and Exchange Commission on May 4, 2015 Registration Statement No.

RMG Networks Holding 14A

14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

RMG Networks™ Appoints Jana Ahlfinger Bell as Chief Financial Officer Proven Financial Executive with 30 Years of Experience Joins Senior Leadership

99.1 Exhibit 99.1 RMG Networks™ Appoints Jana Ahlfinger Bell as Chief Financial Officer Proven Financial Executive with 30 Years of Experience Joins Senior Leadership DALLAS, TX – April 27, 2015 – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visual communications solutions, today announced that Jana Ahlfinger Bell has been appointed as E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 a12738.htm 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): April 27, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incor

Executive Employment Agreement, dated as of April 27, 2015, by and between RMG Enterprise Solutions, Inc. and Jana Bell (19)

10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of April 27, 2015, (the ?Effective Date?) by and between RMG Enterprise Solutions, Inc., a Delaware corporation (the ?Company?), and Jana Bell (the ?Executive?). The Company and Executive, intending to be legally bound, agree as follows: 1. Representations and Warranties. Exec

RMG Networks Holding

S-3 1 a12737.htm As filed with the Securities and Exchange Commission on April 23, 2015 Registration Statement No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RMG NETWORKS HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 7389 27-4452594 (State or other jurisdiction of (Pr

RMG Networks Holding 14A

14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) 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 o Check the appropriate box: ? Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule

RMG Networks Holding ESP

CORRESP Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] April 20, 2015 Maryse Mills-Apenteng, Special Counsel Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Re: RMG Networks Holding Corporation Preliminary Proxy Statement on Schedule 14A Filed April 9, 2015 File No. 001-35534 Dear Ms. Mills-Apenteng: RMG Networks Holding Cor

Entity Name

Exhibit 21.1 Exhibit 21.1 Entity Name Jurisdiction of Organization RMG Networks Holding Corporation (f/k/a SCG Financial Acquisition Corp.) Delaware SCG Financial Merger I Corp. Delaware RMG Networks Holdings, Inc. (f/k/a Reach Media Group Holdings, Inc.) Delaware RMG Networks, Inc. Delaware RMG Media Networks, Inc. Delaware EMN Acquisition Corporation Delaware Executive Media Network, Inc. New Yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35534 RMG NETWORKS HOLDING CORPORATION Delaware 27-4452594 (State or other jurisdiction of (I.

RMG Networks Holding 14A

14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) 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 o Check the appropriate box: ? Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Def

RMGN / RMG Networks Holding Corp. / Wilson Donald R. Jr. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* RMG NETWORKS HOLDING CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74966K102 (CUSIP Number) 2012 DOOH INVESTMENTS LLC 540 W. Madison Street, Suite 2500 Chicago, Illinois 60661 Attn: Donald R. Wilson

RMG Networks Holding 0-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR For Period Ended: December 31, 2014 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N

RMG Networks Holding (Current Report/Significant Event)

RMG 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): April 1, 2015 (March 26, 2015) RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction o

Financial Statements and Exhibits, Results of Operations and Financial Condition

RMG 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): March 31, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

RMG NETWORKS REPORTS FOURTH QUARTER AND YEAR END 2014 RESULTS Reports Fourth Quarter Adjusted Revenue1 Growth of 32% with Stable Adjusted Gross Margins and Improved Adjusted EBITDA Compared to Prior Quarter

Exhibit 99.1 Exhibit 99.1 RMG NETWORKS REPORTS FOURTH QUARTER AND YEAR END 2014 RESULTS Reports Fourth Quarter Adjusted Revenue1 Growth of 32% with Stable Adjusted Gross Margins and Improved Adjusted EBITDA Compared to Prior Quarter Fourth Quarter Highlights · Total adjusted revenue1 of $18.6 million increased 32% from the third quarter 2014 · Adjusted EBITDA loss1 of $1.3 million represented a $0

RMG Networks Signs Non-Binding LOI to Sell its Airline Media Network Business Company to re-schedule year-end earnings release and conference call; Management expects no changes from previously announced preliminary results

Exhibit 99.1 Exhibit 99.1 RMG Networks Signs Non-Binding LOI to Sell its Airline Media Network Business Company to re-schedule year-end earnings release and conference call; Management expects no changes from previously announced preliminary results DALLAS, TX ? March 19, 2015 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visual communi

Purchase Agreement, dated March 25, 2015, among the Company and the Investors party thereto (8)

Exhibit 10.1 Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (?Agreement?) is made as of the 25th day of March, 2015 by and among RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), and the Investors set forth on the signature pages affixed hereto (each an ?Investor? and collectively the ?Investors?). Recitals A. The Company and the Investors are executing and deliver

Form of Support Agreement entered into in March 2015 (8)

Exhibit 10.4 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of March , 2015 (this “Agreement”), between RMG Networks Holding Corporation, a Delaware corporation (the “Company”) and the stockholder set forth on the signature page hereto (the “Holder”). WHEREAS, the Holder beneficially owns (or on the record date of the Special Meeting (as defined below) will beneficially own), directly or indirectly

Form of Lock-Up Agreement entered into in March 2015 (8)

Exhibit 10.3 Exhibit 10.3 March 25, 2015 RMG Networks Holding Corporation 15301 North Dallas Parkway Suite 500 Addison, TX 75001 Re: Offering by RMG Networks Holding Corporation Ladies and Gentlemen: In order to induce investors (the ?Investors?) to enter into a Purchase Agreement (the ?Purchase Agreement?) with RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), with respect

March 25, 2015

Exhibit 10.3 Exhibit 10.3 March 25, 2015 RMG Networks Holding Corporation 15301 North Dallas Parkway Suite 500 Addison, TX 75001 Re: Offering by RMG Networks Holding Corporation Ladies and Gentlemen: In order to induce investors (the ?Investors?) to enter into a Purchase Agreement (the ?Purchase Agreement?) with RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), with respect

RMG Networks Raises $25 million in Private Placement of Convertible Preferred Stock Existing senior debt facility to fully convert in connection with the transaction Net proceeds to service liquidity needs and fund growth initiatives

Exhibit 99.2 Exhibit 99.2 RMG Networks Raises $25 million in Private Placement of Convertible Preferred Stock Existing senior debt facility to fully convert in connection with the transaction Net proceeds to service liquidity needs and fund growth initiatives DALLAS, TX ? March 25, 2015 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visu

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS SERIES A CONVERTIBLE PREFERRED STOCK RMG NETWORKS HOLDING CORPORATION (Pursuant to Section 151 of the Delaware General Corporation Law)

Exhibit 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF RMG NETWORKS HOLDING CORPORATION (Pursuant to Section 151 of the Delaware General Corporation Law) RMG Networks Holding Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies that, pursuant to authority veste

PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of March, 2015 by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”). Recitals A. The Company and the Investors are executing and deliver

RMG Networks Holding 14A

RMG 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): March 25, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

Form of Certificate of Designation of Series A Convertible Preferred Stock (3)

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF RMG NETWORKS HOLDING CORPORATION (Pursuant to Section 151 of the Delaware General Corporation Law) RMG Networks Holding Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies that, pursuant to authority vested in the Boa

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the ?Agreement?) is made and entered into as of this 25th day of March, 2015, by and among RMG Networks Holding Corporation, a Delaware corporation (the ?Company?), and (i) the investors named in that certain Purchase Agreement by and among the Company and the investors party thereto (the ?Purchase Agreemen

SUPPORT AGREEMENT

Exhibit 10.4 Exhibit 10.4 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of March , 2015 (this “Agreement”), between RMG Networks Holding Corporation, a Delaware corporation (the “Company”) and the stockholder set forth on the signature page hereto (the “Holder”). WHEREAS, the Holder beneficially owns (or on the record date of the Special Meeting (as defined below) will beneficially own), directly

RMG Networks Signs Non-Binding LOI to Sell its Airline Media Network Business Company to re-schedule year-end earnings release and conference call; Management expects no changes from previously announced preliminary results

Exhibit 99.1 Exhibit 99.1 RMG Networks Signs Non-Binding LOI to Sell its Airline Media Network Business Company to re-schedule year-end earnings release and conference call; Management expects no changes from previously announced preliminary results DALLAS, TX ? March 19, 2015 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visual communi

RMG Networks Holding (Current Report/Significant Event)

RMG 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): March 25, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

Registration Rights Agreement, dated March 25, 2015, among the Company and the Investors party thereto (8)

Exhibit 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 25th day of March, 2015, by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and (i) the investors named in that certain Purchase Agreement by and among the Company and the investors party thereto (the “Purchase Agreemen

RMG Networks Raises $25 million in Private Placement of Convertible Preferred Stock Existing senior debt facility to fully convert in connection with the transaction Net proceeds to service liquidity needs and fund growth initiatives

Exhibit 99.2 Exhibit 99.2 RMG Networks Raises $25 million in Private Placement of Convertible Preferred Stock Existing senior debt facility to fully convert in connection with the transaction Net proceeds to service liquidity needs and fund growth initiatives DALLAS, TX ? March 25, 2015 ? RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks, a leading provider of technology-driven visu

RMG Networks Expects Sequential Adjusted Revenue Growth to Exceed 30% in the Fourth Quarter with Stable Adjusted Gross Margin and Improved Adjusted EBITDA Anticipates quarterly adjusted revenue1 of approximately $18.6 million for fourth quarter 2014

Exhibit 99.1 Exhibit 99.1 RMG Networks Expects Sequential Adjusted Revenue Growth to Exceed 30% in the Fourth Quarter with Stable Adjusted Gross Margin and Improved Adjusted EBITDA Anticipates quarterly adjusted revenue1 of approximately $18.6 million for fourth quarter 2014 and adjusted revenue1 of approximately $61.8 million for full-year 2014 DALLAS, TX ? March 9, 2015 ? RMG Networks Holding Co

EX-99.2

Exhibit 99.2 Exhibit 99.2

RMG Networks Holding (Current Report/Significant Event)

RMG 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): March 9, 2015 RMG NETWORKS HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35534 27-4452594 (State or other jurisdiction of incorporation)

RMGN / RMG Networks Holding Corp. / Canton Holdings, L.L.C. - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.