UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 10, 2021
CCUR Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37706 | 04-2735766 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6470 East Johns Crossing, Suite 490, Duluth, Georgia | 30097 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 305-6434
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name on exchange which registered |
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement |
On March 10, 2021 CCUR Holdings, Inc. (the "Company") entered into an Equity Purchase Agreement (the “Agreement”) to sell its remaining equity interests in, LM Capital Solutions, LLC (“LMCS”), a majority-owned subsidiary of the Company, to AZOKKB, LLC (formerly Luxemark Capital LLC) (“AZOKKB”), the minority owner. of LMCS. This transaction accelerated the planned transfer of the LMCS ownership interest and removed the obligation of LMCS management from CCUR personnel
The foregoing description of the terms and conditions of the Agreement, does not purport to be a complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated into this item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Equity Purchase Agreement dated as of March 10, 2021, by and between CCUR Holdings, Inc., AZOKKB, LLC, LM Capital Solutions, LLLC and Avraham Zeines. |
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.
| Date: March 16, 2021 | CCUR HOLDINGS, INC. | ||
| By: | /s/ Igor Volshteyn | ||
| Name: Igor Volshteyn | |||
| Title: President and Chief Operating Officer | |||
