8-K
false 0000880631 0000880631 2022-10-20 2022-10-20

 

 

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): October 20, 2022

 

 

WisdomTree Investments, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10932   13-3487784

(State or other jurisdiction

of incorporation)

 

Commission

File Number:

 

(IRS Employer

Identification No.)

 

250 West 34th Street
3rd Floor
New York, NY 10119
(Address of principal executive offices, including zip code)

(212) 801-2080

(Registrant’s telephone number, including area code)

(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 Exchange Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   WETF   The NASDAQ Stock Market LLC

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(d)    On October 20, 2022, WisdomTree Investments, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of the Company’s common stock, par value $0.01 per share (the “Common Stock”), from The Nasdaq Global Select Market (“NASDAQ”) and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that the listing and trading of the Common Stock on NASDAQ will end at market close on November 4, 2022, and that trading will commence on the NYSE at market open on November 7, 2022.

The Common Stock has been approved for listing on the NYSE, where it will trade under the new stock symbol “WT”.

 

Item 7.01

Regulation FD Disclosure

The Company issued a press release announcing the anticipated transfer of the principal listing of the Common Stock to the NYSE and its intention to concurrently change the Company’s name to “WisdomTree, Inc.” effective November 7, 2022. The press release has been furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit 99.1    Press Release, dated October 20, 2022
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


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 Investments, Inc.
Date: October 20, 2022     By:  

/s/ Marci Frankenthaler

      Marci Frankenthaler
      Chief Legal Officer and Secretary

 

3

EX-99.1

EXHIBIT 99.1

 

LOGO

WisdomTree to Transfer Listing of Common Stock to

the New York Stock Exchange and

Trade Under New Ticker Symbol “WT”

Transfer of listing and change in corporate name align with Company’s natural brand evolution and expansion

NEW YORK, October 20, 2022 — WisdomTree Investments, Inc. (NASDAQ: WETF), an exchange-traded fund (“ETF”) and exchange-traded product (“ETP”) sponsor and asset manager, today announced that it is transferring the listing of its common stock to the New York Stock Exchange (“NYSE”) from The Nasdaq Global Select Market (“Nasdaq”). WisdomTree anticipates its common stock will begin trading on the NYSE at market open on Monday, November 7, 2022, under the new ticker symbol “WT”. The Company’s common stock will continue to trade under the ticker symbol “WETF” on Nasdaq until the close of the market on Friday, November 4, 2022. The Company also will change its corporate name from WisdomTree Investments, Inc. to WisdomTree, Inc. effective November 7, 2022.

Jonathan Steinberg, WisdomTree Founder and CEO, said, “This is an important moment for WisdomTree. We are simplifying our name by dropping ‘Investments’ and expanding our image and broadening our mission by dropping ‘ETF’ from our ticker, acknowledging that WisdomTree is more than ETFs and more than investments. We have a tremendous and holistic opportunity ahead in ETFs, models, advisor solutions, digital assets and blockchain-enabled financial services, and this brand enhancement is less limiting and more reflective of WisdomTree’s natural evolution.”

Today, WisdomTree offers a broad range of ETFs and ETPs with approximately $73 billion in assets under management globally. Building on our heritage of innovation, WisdomTree is also developing next-generation digital products and structures, including digital funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime. We are leveraging the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience.

“We are pleased to list our common stock on the NYSE, a move aligned with the natural evolution and expansion of our firm as a public company,” Steinberg continued. “WisdomTree’s mission always has been to be a leader in best-structured products, making hard-to-access or hard-to-trade assets easy to access and easy to trade. As part of the NYSE ecosystem, we will be well-positioned to leverage the advantages and unique offerings of one of the world’s most prestigious trading platforms as we continue to offer a well-diversified suite of world-class ETPs and model solutions and expand into blockchain-enabled financial products and services, which we believe will continue to provide long-term value for our investors and stockholders.”


LOGO

About WisdomTree

WisdomTree Investments, Inc., through its subsidiaries in the U.S. and Europe (collectively, “WisdomTree”), is an ETF and ETP sponsor and asset manager headquartered in New York. WisdomTree offers products covering equity, commodity, fixed income, leveraged and inverse, currency, cryptocurrency and alternative strategies. WisdomTree currently has approximately $73.1 billion in assets under management globally.

WisdomTree® is the marketing name for WisdomTree Investments, Inc. and its subsidiaries worldwide.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about WisdomTree’s ability to successfully implement its strategy relating to digital assets and blockchain-based financial services, including WisdomTree Prime, and achieve its objectives. These forward-looking statements are based on WisdomTree’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside WisdomTree’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements included in this release speak only as of the date of this release. WisdomTree does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release except as may be required by the federal securities laws.

Contact Information

Media Relations

WisdomTree Investments, Inc.

Jessica Zaloom

+1.917.267.3735

jzaloom@wisdomtree.com / wisdomtree@fullyvested.com

Investor Relations

WisdomTree Investments, Inc.

Jeremy Campbell

+1.646.522.2602

Jeremy.Campbell@wisdomtree.com