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): July 31, 2015

 

GLOBAL EAGLE ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

  

Delaware 001-35176 27-4757800

(State or other jurisdiction 

of incorporation)

 (Commission 
File Number)

(IRS Employer 

Identification No.)

 

4553 Glencoe Avenue, Los Angeles, California, 90292

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (310) 437-6000

 

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 (see General Instruction A.2. below):

 

¨ 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))

  

 
 

 

Item 3.02Unregistered Sales of Equity Securities.

 

On July 31, 2015, Global Eagle Entertainment Inc. (the “Company”) entered into warrant exchange agreements with holders of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $11.50 per share (“Warrants”), pursuant to which the Company issued an aggregate of 1,015,176 shares of Common Stock in exchange for the surrender of Warrants to purchase an aggregate of 3,045,530 shares of Common Stock (the “Warrant Exchanges”). The Warrant Exchanges were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereunder based on the fact that the shares of Common Stock were exchanged by the Company with the Company’s existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the Warrant Exchanges. 

 

Item 7.01Regulation FD Disclosure.

 

On August 4, 2015, the Company issued a press release announcing the completion of the Warrant Exchanges. A copy of the press release is attached to this Current Report on Form 8-K and incorporated herein by reference.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release.

  

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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.

 

Dated:  August 4, 2015 GLOBAL EAGLE ENTERTAINMENT INC.
     
  By: /s/ Jay Itzkowitz
    Jay Itzkowitz
    Senior Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press release.

  

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