株探米国株
英語
エドガーで原本を確認する
false000181428700018142872025-06-272025-06-270001814287us-gaap:CommonStockMember2025-06-272025-06-270001814287us-gaap:WarrantMember2025-06-272025-06-270001814287abl:FixedUnsecuredNotesMember2025-06-272025-06-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2025
__________________
Abacus Global Management, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
001-39403
(Commission
File Number)
85-1210472
(I.R.S. Employer
Identification Number)
2101 Park Center Drive, Suite 200
Orlando, Florida 32835
(800) 561-4148
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________
(Former name or former address, if changed since last report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Common stock, par value $0.0001 per share ABL The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share ABLLW The NASDAQ Stock Market LLC
9.875% Fixed Rate Senior Notes due 2028 ABLLL The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company    x







Item 7.01. Regulation FD Disclosure.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x On June 27, 2025, Abacus Global Management, Inc. (the “Company”) announced its intention to conduct a registered exchange offer for its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.0001 per share (“common stock”), which warrants trade on The Nasdaq Capital Market under the symbol “ABLLW”, and (ii) private placement warrants to purchase shares of common stock. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number Exhibit Description
99.1
104 Cover Page Interactive Data File (formatted as inline XBRL).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Abacus Global Management, Inc.
(Registrant)
Date: June 27, 2025 By: /s/ Jay Jackson
Name: Jay Jackson
Title: Chief Executive Officer

EX-99.1 2 exhibit991_abacusxprxexcha.htm EX-99.1 Document

image_0.jpg

Abacus Global Management Announces Intention to Conduct Exchange Offer and Consent Solicitation Relating to Warrants
June 27, 2025
ORLANDO, Fla., June 27, 2025 (GLOBE NEWSWIRE) -- Abacus Global Management, Inc. (the “Company”) (NASDAQ: ABL), today announced that it intends to conduct an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.0001 per share (“common stock”), which warrants trade on The Nasdaq Capital Market under the symbol “ABLLW” (“public warrants”), and (ii) private placement warrants to purchase shares of common stock (such private placement warrants, together with the public warrants, the “warrants”).
Each outstanding warrant is exercisable for one common share at a price of $11.50 per share, subject to adjustments pursuant to the warrant agreement that governs the warrants (the “Warrant Agreement”). The Company intends to offer to all holders of the warrants the opportunity to receive 0.23 shares of common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company also expects to solicit consents from holders of the warrants to amend the Warrant Agreement to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio that will be applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50% of the outstanding public warrants.
The Company expects to commence the Offer following the filing of a Form S-4 registration statement setting forth the terms of the Offer.
Important Notice
This announcement is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933. As required by Rule 135, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Contacts:
Investor Relations
Robert F. Phillips – SVP Investor Relations and Corporate Affairs rob@abacusgm.com
(321) 290-1198
David Jackson – Director of IR/Capital Markets david@abacusgm.com
(321) 299-0716
Abacus Global Management Public Relations
press@abacusgm.com