WisdomTree Files 8-K on Material Agreements & Equity Sales

TL;DR

WisdomTree dropped an 8-K detailing new deals, debt, and stock sales from Aug 8th.

AI Summary

WisdomTree, Inc. filed an 8-K on August 13, 2024, reporting several key events that occurred on August 8, 2024. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also notes amendments to its articles of incorporation or bylaws and other events.

Why It Matters

This filing indicates significant corporate actions by WisdomTree, Inc., including financial obligations and equity transactions, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks and require careful monitoring.

Key Players & Entities

• WisdomTree, Inc. (company) — Filer of the 8-K
• 20240813 (date) — Filing date of the 8-K
• 20240808 (date) — Date of events reported in the 8-K

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value WT The New York Stock Exc
• $345.0 million — WisdomTree, Inc. (the "Company") issued $345.0 million in aggregate principal amount of 3.25%
• $337 million — al Purchaser, resulted in approximately $337 million in net proceeds to the Company. The Not
• $45.0 million — Notes issued on August 13, 2024 include $45.0 million principal amount of Notes issued pursua
• $1,000 — period") in which the trading price per $1,000 principal amount of Notes for each trad
• $11.82 — itial conversion price of approximately $11.82 per share), subject to adjustment. In c

Filing Documents

• wt8122408k.htm (8-K) — 47KB
• ex3_1.htm (EX-3.1) — 11KB
• ex4_1.htm (EX-4.1) — 777KB
• ex4_2.htm (EX-4.2) — 69KB
• formula1.jpg (GRAPHIC) — 2KB
• formula2.jpg (GRAPHIC) — 3KB
• formula3.jpg (GRAPHIC) — 3KB
• formula4.jpg (GRAPHIC) — 3KB
• formula5.jpg (GRAPHIC) — 2KB
• formula6.jpg (GRAPHIC) — 4KB
• 0001214659-24-014378.txt ( ) — 1304KB
• wt-20240808.xsd (EX-101.SCH) — 4KB
• wt-20240808_def.xml (EX-101.DEF) — 26KB
• wt-20240808_lab.xml (EX-101.LAB) — 36KB
• wt-20240808_pre.xml (EX-101.PRE) — 25KB
• wt8122408k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement Indenture and Notes On August 13, 2024, WisdomTree, Inc. (the "Company") issued $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the "Notes") pursuant to an Indenture (the "Indenture"), dated August 13, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), in a private offering to qualified institutional buyers (the "Notes Offering") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The sale of the Notes to an investment bank (the "Initial Purchaser") pursuant to the Purchase Agreement (the "Purchase Agreement"), dated August 8, 2024, by and between the Company and the Initial Purchaser, resulted in approximately $337 million in net proceeds to the Company. The Notes issued on August 13, 2024 include $45.0 million principal amount of Notes issued pursuant to the full exercise by the Initial Purchaser of its option to purchase additional Notes. The Notes are the Company's senior unsecured obligations and rank equal in right of payment to the Company's 3.25% convertible senior notes due 2026 and the Company's 5.75% convertible senior notes due 2028. The Notes bear interest at a rate of 3.25% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2025. The Notes will mature on August 15, 2029, unless earlier converted, repurchased or redeemed. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted. At its election, the Company will also settle its conversion obligation in excess of the aggregate principal amount of the Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock. Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding Ma

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company offered and sold the Notes to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchaser in the Purchase Agreement, pursuant to which the Company sold the Notes to the Initial Purchaser. The shares of the common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Initially, a maximum of 35,751,281 shares of the Company's common stock may be issued upon conversion of the Notes, in each case based on the initial maximum conversion rate of 103.6269 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes, and any resulting issuance of shares of the common stock.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Following the consummation of the transactions contemplated by the Repurchase Agreement (as defined below in Item 8.01), on August 13, 2024, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the "Charter"), with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share, of the Company (the "Series A Preferred Stock") set forth in the Company's Certificate of Designations with respect to its Series A Preferred Stock. No shares of Series A Preferred Stock were outstanding at the time the Certification of Elimination was filed. The Certificate of Elimination became effective on August 13, 2024. The foregoing summary of the Certificate of Elimination is qualified in its entirety by the full text of the Certificate of Elimination, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. As previously disclosed, on August 5, 2024, the Company entered into a Stock Repurchase Agreement (the "Repurchase Agreement") with ETFS Capital Limited (formerly ETF Securities Limited) (the "Seller"), pursuant to which the Company agreed to repurchase from the Seller all 14,750 issued and outstanding shares of Series A Preferred Stock, which were convertible into 14,750,000 shares of the Company's common stock. In connection with entry into the Repurchase Agreement, the Company and the Seller also entered into a Termination Agreement on August 5, 2024 (the "Termination Agreement"), which provided for the termination of the Investor Rights Agreement by and between the Company and the Seller dated as of April 11, 2018. On August 13, 2024, the transactions contemplated by the Repurchase Agreement and Termination Agreement closed, including the cancellation and retirement of the Series A Preferred Stock.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 Certificate of Elimination of Series A Non-Voting Convertible Preferred Stock of WisdomTree, Inc. 4.1 Indenture, dated as of August 13, 2024, by and between WisdomTree, Inc. and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of Global Note, representing WisdomTree, Inc.'s 3.25% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1) 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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. WisdomTree, Inc. Date: August 13, 2024 By: /s/ Bryan Edmiston Bryan Edmiston Chief Financial Officer

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View this 8-K filing on SEC EDGAR