Abacus Global Management Inc. 9.875% Fixed Rate Senior Notes d filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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Item 8.01. Other Events.

On July 30, 2025, Abacus Global Management, Inc., a Delaware corporation (the “Company”), issued a press release announcing the closing of the Company’s previously announced exchange offer (the “Offer”) 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” (the “public warrants”), and (ii) private placement warrants to purchase shares of common stock (the “private placement warrants” and, together with the public warrants, the “warrants”). The Company also announced the closing of the consent solicitation related to the Offer, which solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants 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 applicable to the Offer (such amendment, the “Warrant Amendment”). The Company issued 4,183,160 shares of common stock in exchange for the warrants tendered in the Offer. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

On July 30, 2025, the Company entered into the Warrant Amendment and exercised its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant (the “Post-Offer Exchange”). The Company fixed the date for the Post-Offer Exchange as August 14, 2025.

As a result of the completion of the Offer and the Post-Offer Exchange, no warrants will remain outstanding. Accordingly, the public warrants are expected to be suspended from trading on the Nasdaq as of the close of business on August 14, 2025, and will be delisted. The shares of common stock will continue to be listed and trade on the Nasdaq under the symbol “ABL.” Following completion of the Offer, there are approximately 102,050,981 shares of common stock outstanding (an increase of approximately 4% from prior to the closing of the Offer), and following completion of the Post-Offer Exchange there will be approximately 102,555,154 shares of common stock outstanding (an increase of approximately 5% from prior to the closing of the Offer and the Post-Offer Exchange).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.

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