UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On December 13, 2024, Stagwell Inc. (the “Company”) entered into an agreement (the “Agreement”) to purchase all of the shares in a global media monitoring and analytics company (the “Acquiree Company”) from the owner of the Acquiree Company (the “Seller”). Pursuant to the Agreement, in connection with the closing of the transaction on December 18, 2024, the Company issued 3,390,788 shares of Class A common stock of the Company (“Stagwell Stock”). In addition, pursuant to the Agreement, the Company has a contingent obligation to make a payment based on the Acquiree Company’s achievement of specified financial performance criteria for the two-year period beginning December 1, 2024. The Company may elect to pay up to a maximum of 20 million euros of the contingent payment, if any, in Stagwell Stock.
The issuance of Stagwell Stock to the Seller pursuant to the Agreement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will receive no cash proceeds and no commissions will be paid to any person in connection with the issuance.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 19, 2024
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STAGWELL INC. | |||
| By: | /s/ Peter McElligott | ||
| Peter McElligott | |||
| General Counsel | |||