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HG Holdings, Inc.
US ˙ OTCPK ˙ US42834P2074

Statistik Asas
CIK 797465
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HG Holdings, Inc.
SEC Filings (Chronological Order)
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September 3, 2025 EX-3.1

CERTIFICATE OF AMENDMENT RESTATED CERTIFICATE OF INCORPORATION HG HOLDINGS, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF HG HOLDINGS, INC. HG HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is HG HOLDINGS, INC. SECOND: The Amendment Certificate to the Restated Certificate of Incorporation o

September 3, 2025 8-K

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): September 2, 2025 HG Holdings, In

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): September 2, 2025 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission Fil

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number:

August 8, 2025 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information

July 29, 2025 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information

June 30, 2025 EX-3.1

Certificate of Amendment of Restated Certificate of Incorporation of HG Holdings, Inc., dated June 26, 2025.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF HG HOLDINGS, INC. HG HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is HG HOLDINGS, INC. SECOND: The Amendment Certificate to the Restated Certificate of Incorporation o

June 30, 2025 8-K

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): June 26, 2025 HG Holdings, Inc. (

-12-31 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): June 26, 2025 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number

May 13, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

May 2, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

April 23, 2025 EX-10.2

Assignment and Contribution Agreement, dated April 21, 2025, by and among HG Holdings, Inc. and the Assignors named therein (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed April 23, 2025).

Exhibit 10.2 Assignment and Contribution Agreement This Assignment and Contribution Agreement (this “Agreement”) is made as of April 21, 2025 (the “Effective Date”), by and among each of the entities listed on Schedule A hereto (each an “Assignor” and collectively the “Assignors”), each of which owns, directly or indirectly, the number of shares of common stock, no par value, and Class A stock, no

April 23, 2025 EX-10.3

Master Services Agreement, dated April 21, 2025, by and between HG Holdings, Inc. and HP Risk Solutions, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed April 23, 2025).

Exhibit 10.3 Master Services Agreement This Master Services Agreement (this "Agreement"), dated as of April 21, 2025, with an effective date of June 1, 2025 (the "Effective Date"), is by and between HG Holdings, Inc., a Delaware corporation, with offices located at 2115 East 7th Street, Suite 101, Charlotte, North Carolina 28204 ("Service Provider") and HP Risk Solutions, LLC, a Florida limited li

April 23, 2025 8-K

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): April 21, 2025 HG Holdings, Inc.

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): April 21, 2025 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File N

April 23, 2025 EX-10.1

Stock Repurchase Agreement, dated April 21, 2025, by and among HG Holdings, Inc. and the Sellers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed April 23, 2025).

Exhibit 10.1 Stock Repurchase Agreement This Stock Repurchase Agreement (this “Agreement”) is entered into as of April 21, 2025, by and between HG Holdings, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Schedule A hereto (each a “Seller” and collectively the “Sellers”), each of which owns, directly or indirectly, the securities of the Company set forth opposite s

March 27, 2025 EX-19.1

Insider Trading Policy. (2)

Exhibit 19.1 HG Holdings, Inc. Insider Trading Policy (as excerpted from Section II.F.2 of the Code of Conduct of HG Holdings, Inc. (the “Company”)) Under the Company’s policy and federal and state securities laws, you may not buy, sell or recommend the purchase or sale of the Company’s securities or the securities of other companies, including customers, suppliers and others, on the basis of mate

March 27, 2025 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34964 HG HOLD

March 27, 2025 EX-21.1

List of Subsidiaries. (2)

Exhibit 21.1 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc. as of December 31, 2024: Name of Subsidiary State Organized National Consumer Title Insurance Company Florida HG Managing Agency, LLC North Carolina National Consumer Title Group, LLC Florida Title Agency Ventures, LLC Florida Omega National Title Agency, LLC Florida Omega National Title of Florida, LLC Florida

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file nu

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number:

July 17, 2024 8-K

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 16, 2024 HG Holdings, Inc. (

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 16, 2024 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File Nu

June 17, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

June 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 31, 2024 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File Num

June 6, 2024 EX-10.2

Consulting Agreement, dated June 1, 2024, by and between HG Holdings, Inc. and Justin H. Edenfield

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of June 1, 2024 by and between HG Holdings, Inc., a Delaware corporation (the “Company”) and Justin H. Edenfield (the “Consultant” and, together with the Company, the “Parties”). WHEREAS, Consultant is currently the Principal Financial and Accounting Officer of the Company and his employment w

June 6, 2024 EX-10.1

Employment Agreement, dated May 31, 2024, by and between HG Managing Agency, LLC and Anna Lieb

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of May 31, 2024 (the “Effective Date”), by HG Managing Agency, LLC, a North Carolina limited liability company (the “Company”), and Anna Lieb, an individual resident of the State of North Carolina (the “Employee”). Statement of Purpose WHEREAS, the Employee has been employed by the Company since Septe

May 17, 2024 8-K

Other Events

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): May 14, 2024 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File Num

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number

March 28, 2024 EX-21.1

List of Subsidiaries. (2)

Exhibit 21.1 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc. as of December 31, 2023: Name of Subsidiary State Organized National Consumer Title Insurance Company Florida HG Managing Agency, LLC North Carolina National Consumer Title Group, LLC Florida Title Agency Ventures, LLC Florida Omega National Title Agency, LLC Florida Omega National Title of Florida, LLC Florida

March 28, 2024 EX-4.1

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 HG Holdings, Inc. (“we,” “us,” “our,” “HG Holdings” or the “Company”) has authority to issue 36,000,000 shares of capital stock, consisting of 35,000,000 shares of common stock, $0.02 par value per share (the “Common Stock”), and 1,000,000 shares of blank check preferred sto

March 28, 2024 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34964 HG HOLD

March 14, 2024 S-8 POS

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration No.

March 14, 2024 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HG Holdings, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 54-1272589 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34964 HG

October 17, 2023 8-K

Changes in Registrant's Certifying Accountant

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 17, 2023 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File

August 24, 2023 8-K

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): August 21, 2023 HG Holdings, Inc.

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): August 21, 2023 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File

August 24, 2023 EX-16.1

Letter from Cherry Bekaert, LLP, dated August 24, 2023

Exhibit 16.1 August 24, 2023 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7561 Re: HG Holdings, Inc. SEC File Number 001-34964 On August 21, 2023, our appointment as auditor for HG Holdings, Inc. ceased. We have read HG Holdings, Inc.’s statements included under Item 4.01 of its Form 8-K dated August 24, 2023 and agree with such statements, insofar as they apply to

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34964 HG HOLD

June 20, 2023 8-K

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): June 13, 2023 HG Holdings, Inc. (

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): June 13, 2023 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34964 54-1272589 (State or other jurisdiction of incorporation) (Commission File Nu

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-34964 HG HOL

May 12, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 -12-31FY2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

May 2, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

May 2, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

March 30, 2023 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the

March 30, 2023 EX-21.1

List of Subsidiaries. (2)

Exhibit 21.1 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc. as of December 31, 2022: Name of Subsidiary State Organized National Consumer Title Insurance Company Florida HG Managing Agency, LLC North Carolina National Consumer Title Group, LLC Florida Title Agency Ventures, LLC Florida Omega National Title Agency, LLC Florida

February 2, 2023 8-K

Termination of a Material Definitive Agreement

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): January 26, 2023 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission Fi

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG H

August 23, 2022 EX-99.1

HG Holdings, Inc. 2115 E. 7th Street, Suite 101 Charlotte, NC 28204

Exhibit 99.1 HG Holdings, Inc. 2115 E. 7th Street, Suite 101 Charlotte, NC 28204 FOR IMMEDIATE RELEASE: HG Holdings, Inc. August 22, 2022 Investor Contact: Justin Edenfield HG HOLDINGS, INC. & SUBSIDIARIES ANNOUNCES TRANSACTION TO ACQUIRE THE ASSETS OF SIX BRANCH TITLE INSURANCE AGENGIES FROM OMEGA TITLE OF FLORIDA, LLC Charlotte, North Carolina, August 22, 2022 /BUSINESSWIRE/ - Omega National Tit

August 23, 2022 8-K

Financial Statements and Exhibits, Other Events

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): August 23, 2022 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission Fil

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HOLDIN

August 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): August 5, 2022 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

August 11, 2022 EX-10.1

Consulting Agreement dated August 5, 2022, by and between the Company and Bradley G. Garner (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed August 11, 2022). (1)

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?) is made and entered into as of August 5, 2022 by and between HG Holdings, Inc., a Delaware corporation (the ?Company?) and Brad G. Garner (the ?Consultant? and, together with the Company, the ?Parties?). WHEREAS, Consultant is a former Principal Financial and Accounting Officer of the Company and his employment with the

July 7, 2022 EX-10.2

Excess Catastrophe Reinsurance Contract, entered into as of July 1, 2022 by and between Maison Insurance Company and the Subscribing Reinsurer (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed July 7, 2022).

Exhibit 10.2 Excess Catastrophe Reinsurance Contract Effective: July 1, 2022 Maison Insurance Company a Louisiana corporation WR47-CATXS-2022 WR47-CATXS-2022 Maison Table of Contents Article Page 1 Classes of Business Reinsured 1 2 Commencement and Termination 1 3 Territory 2 4 Exclusions 3 5 Retention and Limit 4 6 Florida Hurricane Catastrophe Fund 4 7 Other Reinsurance 4 8 Definitions 5 9 Loss

July 7, 2022 EX-10.1

Management Advisory Services Agreement, entered into as of July 1, 2022 by and between HG Managing Agency, LLC and FedNat Underwriters, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (Commission File No. 001-34964) filed July 7, 2022).

Exhibit 10.1 MANAGEMENT ADVISORY SERVICES AGREEMENT This Management Advisory Services Agreement (?Agreement?) is hereby entered into as of the 1st day of July, 2022 (the ?Effective Date?) by and between HG MANAGING AGENCY, LLC, a North Carolina limited liability company (the ?Management Company?), and FEDNAT UNDERWRITERS, INC., a Florida corporation (?FNU?). WHEREAS, FNU desires to engage the Mana

July 7, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 30, 2022 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

June 24, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 20, 2022 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HOLDI

May 2, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DEF 14A 1 stly20220428def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriat

March 29, 2022 EX-21

List of Subsidiaries. (3)

Exhibit 21 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc. as of December 31, 2021: State or Country Organized State or Country Organized National Consumer Title Insurance Company Florida HG Managing Agency, LLC North Carolina National Consumer Title Group, LLC Florida Title Agency Ventures, LLC Florida Omega National Title Agency, LLC Florida

March 29, 2022 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-14938 HG HOLDINGS, INC. (Exact name o

November 18, 2021 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorpor

November 18, 2021 EX-99.2

NATIONAL CONSUMER TITLE GROUP, LLC

Exhibit 99.2 NATIONAL CONSUMER TITLE GROUP, LLC Balance Sheets (in thousands) June 30, 2021 (unaudited) December 31, 2020 (audited) ASSETS Current assets: Cash and cash equivalents $ 9 $ 9 Total current assets 9 9 Other assets: Due from affiliate 418 221 Equity method investment 3,032 2,642 Total assets $ 3,459 $ 2,872 LIABILITIES AND MEMBERS' EQUITY Liabilities: Due to affiliate $ 10 $ 10 Total l

November 18, 2021 EX-99.3

HG HOLDINGS, INC. and SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 HG HOLDINGS, INC. and SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On September 1, 2021, HG Holdings, Inc. (the ?Company?) entered into a Membership Interests Purchase Agreement (the ?Purchase Agreement?) with Title Agency Ventures LLC, a Delaware limited liability company (?TAV?), and Fidelis US Holdings, Inc., a Delaware corporation (?Seller?). On such da

November 18, 2021 EX-99.1

Financial Statements National Consumer Title Group, LLC Year ended December 31, 2020 and for the period June 1, 2019 (inception) through December 31, 2019 with Report of Independent Auditors National Consumer Title Group, LLC Financial Statements Yea

Exhibit 99.1 Financial Statements National Consumer Title Group, LLC Year ended December 31, 2020 and for the period June 1, 2019 (inception) through December 31, 2019 with Report of Independent Auditors National Consumer Title Group, LLC Financial Statements Year ended December 31, 2020 and for the period June 1, 2019 (inception) through December 31, 2019 Contents Report of Independent Auditors 1

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG H

October 5, 2021 EX-99.1

Financial Statements National Consumer Title Insurance Company Years ended December 31, 2020 and 2019 with Report of Independent Auditors National Consumer Title Insurance Company Financial Statements Years ended December 31, 2020 and 2019

Exhibit 99.1 Financial Statements National Consumer Title Insurance Company Years ended December 31, 2020 and 2019 with Report of Independent Auditors National Consumer Title Insurance Company Financial Statements Years ended December 31, 2020 and 2019 Contents Report of Independent Auditors 1 Financial Statements Balance Sheets 3 Statements of Operations 4 Statements of Changes in Stockholders' E

October 5, 2021 EX-99.3

HG HOLDINGS, INC. and SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 HG HOLDINGS, INC. and SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On July 20, 2021, HG Holdings, Inc. (the ?Company?) completed the previously announced acquisition (the ?Acquisition?) pursuant to that certain Equity Purchase Agreement (the ?Purchase Agreement?) with National Consumer Title Insurance Company, a Florida corporation (?NCTIC?), National Consu

October 5, 2021 EX-99.2

NATIONAL CONSUMER TITLE INSURANCE COMPANY

Exhibit 99.2 NATIONAL CONSUMER TITLE INSURANCE COMPANY Balance Sheets (in thousands) June 30, 2021 (unaudited) December 31, 2020 (audited) ASSETS Cash and cash equivalents $ 4,834 $ 5,034 Premiums receivable 40 51 Total current assets 4,874 5,085 Net deferred tax asset 14 15 Income taxes Recoverable 4 4 Total assets $ 4,892 $ 5,104 LIABILITIES Current liabilities: Accounts payable $ 169 $ 97 Reser

October 5, 2021 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 20, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporatio

September 8, 2021 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): September 1, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission F

September 8, 2021 EX-2.1

Membership Interest Purchase Agreement, dated as of September 1, 2021, by and among the Company and Title Agency Ventures LLC, a Delaware limited liability company, and Fidelis US Holdings, Inc., a Delaware Corporations (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (Commission File No. 0-14938) filed September 8, 2021).

Exhibit 2.1 MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated as of September 1, 2021 by and among HG HOLDINGS, INC., TITLE AGENCY VENTURES LLC and FIDELIS US HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 1 1.1 Definitions 1 1.2 Construction 7 1.3 Knowledge 8 ARTICLE II. SALE AND PURCHASE 8 2.1 Sale and Purchase 8 2.2 Closing Payments 8 2.3 Withholding 9 ARTICLE III. CLOSING 9 3

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HOLDIN

August 6, 2021 EX-3.1

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q (Commission File No. 001-34964) filed August 6, 2021).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HG HOLDINGS, INC. (As amended as of July 15, 2021) FIRST: The name of the Corporation is HG Holdings, Inc. SECOND: The registered office of the corporation is located at 1013 Centre Road, Wilmington, Delaware 19805 (County of New Castle). The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc. THIRD: The pu

August 6, 2021 EX-2.2

Letter Agreement, dated July 20, 2021, by and among the Company, Southern Fidelity Insurance Company, a Florida corporation, Southern Fidelity Managing Agency, LLC, a Florida limited liability company, and Preferred Managing Agency, LLC, a Florida limited liability company (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 10-Q (Commission File No. 0-14938) filed August 6, 2021).

Exhibit 2.2 July 20, 2021 Southern Fidelity Insurance Company 2750 Chancellorsville Drive Tallahassee, Florida 32312 Attention: Byron Wells Email: [email protected] Cc: Ben Carter, [email protected] Re: Equity Purchase Agreement - Certain Agreements as of Closing & Amendments in Connection Therewith Dear Byron: Reference is hereby made to that certain Equity Purchase Agreement (the ?Purchase Agre

July 26, 2021 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 20, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

July 20, 2021 EX-3.1

Amendment to the Company’s Certificate of Incorporation, effective July 15, 2021 (filed herewith).

EXHIBIT 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF HG HOLDINGS, INC. HG Holdings, Inc. (the ?Corporation?) organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advis

July 20, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

FORM 8-K 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 15, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commiss

June 28, 2021 8-K

Other Events, Submission of Matters to a Vote of Security Holders

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): June 22, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

May 13, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 6, 2021 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HOLDI

April 30, 2021 DEF 14A

- FORM DEF 14A

DEF 14A 1 stly20210428def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriat

April 26, 2021 EX-10.1

Equity Purchase Agreement, dated as of April 20, 2021, by and among the Company by and among National Consumer Title Insurance Company, a Florida corporation, National Consumer Title Group LLC, a Florida limited liability company, Southern Fidelity Insurance Company, a Florida corporation, Southern Fidelity Managing Agency, LLC, a Florida limited liability company, and Preferred Managing Agency, LLC, a Florida limited liability company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (Commission File No. 0-14938) filed April 26, 2021).

Exhibit 10.1 EQUITY PURCHASE AGREEMENT dated as of April 20, 2021 by and among HG HOLDINGS, INC., NATIONAL CONSUMER TITLE INSURANCE COMPANY, NATIONAL CONSUMER TITLE GROUP LLC, SOUTHERN FIDELITY INSURANCE COMPANY, SOUTHERN FIDELITY MANAGING AGENCY, LLC, and PREFERRED MANAGING AGENCY, LLC TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 1 1.1 Definitions 1 1.2 Construction 13 1.3 Knowledge 14 A

April 26, 2021 8-K

Entry into a Material Definitive Agreement

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): April 20, 2021 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

April 20, 2021 PRE 14A

- FORM PRE 14A

PRE 14A 1 stly20210419pre14a.htm FORM PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriat

March 29, 2021 PRE 14C

- FORM PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement HG Holdings, Inc. (Name of Registran

March 1, 2021 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-14938 HG HOLDINGS, INC. (Exact name o

March 1, 2021 EX-21

List of Subsidiaries. (3)

Exhibit 21 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc.: NONE

December 30, 2020 EX-10.1

Amendment to 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (Commission Rule No. 0-14938) filed December 30, 2020).

Exhibit 10.1 AMENDMENT TO 2012 INCENTIVE COMPENSATION PLAN THIS AMENDMENT to the Stanley Furniture Company, Inc. (now HG Holdings, Inc.) 2012 Incentive Compensation Plan, effective as of April 18, 2012 (the “Plan”), shall be effective as of December 29, 2020. WHEREAS, the Board of Directors of HG Holdings, Inc. has the power to amend the Plan and now wishes to do so; NOW, THEREFORE, the Plan is he

December 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 29, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission F

November 10, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG H

August 10, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HOLDIN

July 2, 2020 SC 13D/A

42834P108 / HG HOLDINGS INC / Hale Partnership Capital Management, LLC - SC 13D/A AMENDMENT NO. 9 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 9)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Securities) 4

June 30, 2020 EX-10.1

Subscription Agreement, dated as of June 29, 2020, by and between HC Government Realty Trust, Inc. and HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 001-34964) filed June 30, 2020).

Exhibit 10.1 Subscription Agreement This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of June 29, 2020 by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows: RECITALS A. The Company is offering up to 475,000 shares of its 10.00% Series B Cumulative Convertible Preferred Stock (the

June 30, 2020 SC 13D/A

42834P108 / HG HOLDINGS INC / Solas Capital Management, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

June 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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): June 25, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

June 22, 2020 8-K

Current Report

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): June 19, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

May 15, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HOLDI

May 15, 2020 DEFA14A

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 14, 2020 424B3

HG HOLDINGS, INC. Up to 19,500,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares at $0.65 per Share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-235539 PROSPECTUS HG HOLDINGS, INC. Up to 19,500,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares at $0.65 per Share We are distributing, at no charge, to holders of our common stock non-transferable subscription rights to purchase up to 19,500,000 shares of our common stock. We refer to this offering as

May 11, 2020 CORRESP

-

HG Holdings, Inc. 2115 E. 7th Street, Suite 101 Charlotte, North Carolina 28204 (252) 355-4610 May 11, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ruairi Regan, Office of Real Estate & Construction Re: HG Holdings, Inc. Registration Statement on Form S-1 File No. 333-235539 Acceleration

May 8, 2020 EX-99.1

Form of Instructions as to use of Subscription Rights Certificates.*

Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF HG HOLDINGS, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by HG Holdings, Inc. a Delaware corporation (“HG Holdings”), to the holders of record (the “Recordholders”) of its common stock, par value $0.02 per share (the “Comm

May 8, 2020 EX-99.2

Form of Notice of Guaranteed Delivery.*

EX-99.2 10 ex185492.htm EXHIBIT 99.2 Exhibit 99.2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY HG HOLDINGS, INC. This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated May [ ], 2020 (the “Prospectus”) of HG Holdings, Inc

May 8, 2020 EX-4.5

Form of Subscription Rights Certificate.*

Exhibit 4.5 FORM OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE RIGHTS CERTIFICATE # NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS DATED MAY , 2020 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW SODALI LLC, THE INFORMATION AGENT, (800) 662-5200 (TOLL FREE

May 8, 2020 S-1/A

- FORM S-1/A

As filed with the Securities and Exchange Commission on May 8, 2020 Registration No.

May 8, 2020 EX-4.6

Form of Subscription Agent Agreement, by and between HG Holdings, Inc. and Continental Stock Transfer & Trust Company.*

EX-4.6 3 ex185488.htm EXHIBIT 4.6 Exhibit 4.6 SUBSCRIPTION AND ESCROW AGENT AGREEMENT Between HG Holdings, Inc. And Continental Stock Transfer & Trust Company THIS SUBSCRIPTION AND ESCROW AGENT AGREEMENT (“Agreement”) between a HG Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), is dated as of May 8, 202

May 8, 2020 CORRESP

-

CORRESP 1 filename1.htm McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 May 8, 2020 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Amendment No. 4 to Registration Statement on Form S-1 (“Amendment No. 4”) Filed May 5, 2020 File No. 333-235539 Ladies and Gentlemen: On

May 8, 2020 EX-99.3

Form of Letter to Stockholders who are Record Holders.*

Exhibit 99.3 FORM OF LETTER HG HOLDINGS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of HG Holdings, Inc. May [ ], 2020 Dear Stockholder: This letter is being distributed by HG Holdings, Inc. (“HG Holdings”) to all holders of record of shares of its common stock, par value $0.02 per share (the “Common Stock”), at 5

May 8, 2020 EX-99.5

Form of Letter to Clients of Nominee Holders.*

Exhibit 99.5 FORM OF LETTER HG HOLDINGS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of HG Holdings, Inc. May [ ], 2020 To Our Clients: Enclosed for your consideration are a prospectus, dated May [ ], 2020 (the “Prospectus”), and the “Instructions as to Use of HG Holdings, Inc. Rights Certificates” relating to the

May 8, 2020 EX-99.4

Form of Letter to Nominee Holders Whose Clients Are Beneficial Holders.*

Exhibit 99.4 FORM OF LETTER HG HOLDINGS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of HG Holdings, Inc. May [ ], 2020 To Security Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connectio

May 8, 2020 EX-99.7

Form of Nominee Holder Certification.*

Exhibit 99.7 FORM OF NOMINEE HOLDER CERTIFICATION The undersigned, a bank, broker, trustee, depositary or other nominee of transferable rights (the “Rights”) to purchase shares of common stock, par value $0.02 per share, of HG Holdings, Inc. (the “Company”) pursuant to the rights offering described and provided for in the Company’s Prospectus dated May [ ], 2020 (the “Prospectus”), hereby certifie

May 8, 2020 EX-99.6

Form of Beneficial Owner Election Form.*

Exhibit 99.6 BENEFICIAL OWNER ELECTION The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of Common Stock of HG Holdings, Inc. (the “Company”). With respect to any instructions to exercise (or not to exercise) Rights, the undersigned acknowledges that this form must be completed and returned such that it will actu

May 5, 2020 8-K

Financial Statements and Exhibits

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): April 29, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction (Commission File Number) of incorp

May 5, 2020 S-1/A

- FORM S-1/A

As filed with the Securities and Exchange Commission on May 5, 2020 Registration No.

May 5, 2020 CORRESP

-

CORRESP 1 filename1.htm McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 May 5, 2020 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Amendment No. 3 to Registration Statement on Form S-1 (“Amendment No. 3”) Filed April 13, 2020 File No. 333-235539 Ladies and Gentlemen:

April 30, 2020 CORRESP

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CORRESP 1 filename1.htm McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 April 30, 2020 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Amendment No. 3 to Registration Statement on Form S-1 (“Amendment No. 3”) Filed April 13, 2020 File No. 333-235539 Ladies and Gentlemen: On behalf of HG Ho

April 29, 2020 DEF 14A

- FORM DEF 14A

DEF 14A 1 stly20200428def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriat

April 17, 2020 COVER

-

McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 April 16, 2020 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

April 17, 2020 PRE 14A

STLY / Stanley Furniture Co., Inc. PRE 14A - - FORM PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

April 17, 2020 CORRESP

-

[McGuireWoods Letterhead] CONFIDENTIAL TREATMENT REQUESTED February 20, 2020 Delivery via E-Mail Rochelle Plesset David Marcinkus Division of Investment Management Securities & Exchange Commission 100 F Street, NE Washington, DC 20549-0213 Re: HG Holdings, Inc.

April 13, 2020 CORRESP

-

McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 April 13, 2020 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

April 13, 2020 S-1/A

STLY / Stanley Furniture Co., Inc. S-1/A - - FORM S-1/A

As filed with the Securities and Exchange Commission on April 13, 2020 Registration No.

April 10, 2020 8-K

Current Report

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): April 9, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

April 10, 2020 EX-10.1

Subscription Agreement, dated as of April 9, 2020, by and between HC Government Realty Trust, Inc. and HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed April 10, 2020).

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of April 9, 2020 (the “Effective Date”) by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows: RECITALS A. The Company is offering up to 250,000 shares of its 10.00% Series B Cumulative Convertibl

April 9, 2020 8-K

Current Report

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): April 3, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

April 9, 2020 EX-10.1

Subscription Agreement, dated as of April 3, 2020, by and between HC Government Realty Trust, Inc. and HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed April 9, 2020).

Exhibit 10.1 Subscription Agreement This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of April 3, 2020 by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows: RECITALS A. The Company is offering up to 100,000 shares of its 10.00% Series B Cumulative Convertible Preferred Stock (the

March 17, 2020 8-K

Current Report

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): March 16, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 13, 2020 EX-4.5

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (3)

Exhibit 4.5 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 HG Holdings, Inc. (“we,” “us,” “our,” “HG Holdings” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (i) our common stock, par value $.02 per share and (ii) our Preferred Stock Purchase Rights. Th

March 13, 2020 EX-99.1

Annex D excerpted and incorporated by reference from the Registrant’s Form S-1/A Registration Statement (Registration No. 333-235539) filed on February 14, 2020. (3)

EX-99.1 10 ex176941.htm EXHIBIT 99.1 Exhibit 99.1 Annex D Information on HC Realty Common Stock, HC Realty Series B Stock and Loan Agreement with HC Realty Certain information concerning the Common Stock and 10.00% Series B Cumulative Preferred Stock (the “Series B Preferred Stock”) of HC Government Realty Trust, Inc. and the Loan Agreement, dated as of March 19, 2019, by and between HC Government

March 13, 2020 10-K

STLY / Stanley Furniture Co., Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-14938 HG HOLDINGS, INC. (Exact name o

March 13, 2020 EX-21

List of Subsidiaries. (3)

Exhibit 21 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc.: NONE

March 12, 2020 EX-10.1

Second Forbearance Extension Letter Agreement, dated as of March 6, 2020, by and among Stanley Furniture Company LLC, Stanley Intermediate Holdings LLC, Stanley Furniture Company 2.0, LLC and Churchill Downs Holdings Ltd., and HG Holdings Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed March 12, 2020).

Exhibit 10.1 HG Holdings, Inc. 2115 E. 7th Street, Suite 101 Charlotte, NC 28204 March 6, 2020 STANLEY FURNITURE COMPANY LLC 200 North Hamilton Street, No. 200 High Point, North Carolina 27260 Attention: Walter A. Blocker Email: [email protected] DEXTRA PARTNERS PTE. LTD. 269A South Bridge Road Singapore 058818 Attention: Bernhard Weber Fax: 65 6645 0470 Email: [email protected] R

March 12, 2020 8-K

Financial Statements and Exhibits

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): March 6, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 2, 2020 8-K

Current Report

8-K 1 stly202003018k.htm FORM 8-K 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 1934Date of Report (Date of earliest event reported): February 28, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

February 25, 2020 8-K

Current Report

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): February 24, 2020 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission F

February 25, 2020 EX-10.1

Forbearance Extension Letter Agreement, dated as of February 24, 2020, by and among Stanley Furniture Company LLC, Stanley Intermediate Holdings LLC, Stanley Furniture Company 2.0, LLC and Churchill Downs Holdings Ltd., and HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed February 25, 2020).

Exhibit 10.1 February 24, 2020 STANLEY FURNITURE COMPANY LLC 200 North Hamilton Street, No. 200 High Point, North Carolina 27260 Attention: Walter A. Blocker Email: [email protected] DEXTRA PARTNERS PTE. LTD. 269A South Bridge Road Singapore 058818 Attention: Bernhard Weber Fax: 65 6645 0470 Email: [email protected] Re: Forbearance Extension Letter Agreement Ladies and Gentlemen:

February 19, 2020 SC 13D/A

42834P108 / HG HOLDINGS INC / Solas Capital Management, LLC Activist Investment

SC 13D/A 1 d847940213d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* HG Holdings, Inc. (Name of Issuer) Common Stock, par value $0.02 per share (Title of Class of Securities) 42834P108 (CUSIP Number) Frederick Tucker Golden c/o Solas Capital Management, LLC 1063 Post Road, 2nd Floor Darien, CT 06820 (

February 14, 2020 CORRESP

-

McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 February 14, 2020 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

February 14, 2020 S-1/A

STLY / Stanley Furniture Co., Inc. S-1/A - - FORM S-1/A

As filed with the Securities and Exchange Commission on February 14, 2020 Registration No.

January 21, 2020 CORRESP

-

CORRESP 1 filename1.htm McGuireWoods LLP 800 East Canal Street Richmond, Virginia 23219 January 21, 2020 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Registration Statement on Form S-1 Filed December 16, 2019 File No. 333-235539 Ladies and Gentlemen: On behalf of HG Holdings, Inc.

January 21, 2020 S-1/A

STLY / Stanley Furniture Co., Inc. S-1/A - - FORM S-1/A

As filed with the Securities and Exchange Commission on January 21, 2020 Registration No.

December 27, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A AMENDMENT NO. 8 Activist Investment

SC 13D/A 1 d857890dsc13da.htm SC 13D/A AMENDMENT NO. 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 P

December 23, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Solas Capital Management, LLC Activist Investment

SC 13D/A 1 d843558713d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* HG Holdings, Inc. (Name of Issuer) Common Stock, par value $0.02 per share (Title of Class of Securities) 42834P108 (CUSIP Number) Frederick Tucker Golden c/o Solas Capital Management, LLC 1063 Post Road, 2nd Floor Darien, CT 06820 (

December 16, 2019 S-1

Powers of Attorney (as filed in our Registration Statement on Form S-1 as Exhibit 24.1 on December 16, 2019).**

As filed with the Securities and Exchange Commission on December 16, 2019 Registration No.

December 13, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A AMENDMENT NO. 7 Activist Investment

SC 13D/A Amendment No. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Se

December 5, 2019 EX-4.3

Amendment No. 2, dated as of December 5, 2019, to the Rights Agreement, dated as of December 5, 2016, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent.*

EX-4.3 2 ex166594.htm EXHIBIT 4.3 Exhibit 4.3 AMENDMENT NO. 2 This Amendment No. 2, dated as of December 5, 2019 (“Amendment No. 2”), to the Rights Agreement, dated as of December 5, 2016 as previously amended (“Agreement”), between HG Holdings, Inc. (the “Company”), a Delaware corporation and formerly Stanley Furniture Company, Inc., and Continental Stock Transfer & Trust Company, as Rights Agent

December 5, 2019 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): December 5, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission Fi

December 5, 2019 EX-4.1

Amendment No. 2, dated as of December 5, 2019, to the Rights Agreement, dated as of December 5, 2016, between HG Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (Commission Rule No. 0-14938) filed December 5, 2019).

Exhibit 4.1 AMENDMENT NO. 2 This Amendment No. 2, dated as of December 5, 2019 (“Amendment No. 2”), to the Rights Agreement, dated as of December 5, 2016 as previously amended (“Agreement”), between HG Holdings, Inc. (the “Company”), a Delaware corporation and formerly Stanley Furniture Company, Inc., and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). WHEREAS, th

December 5, 2019 8-A12B/A

STLY / Stanley Furniture Co., Inc. 8-A12B/A - - FORM 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HG Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 54-1272589 (State of Incorporation or Organization) (IRS Employer Identification Number) 2115 E

December 4, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Solas Capital Management, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

November 14, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Solas Capital Management, LLC Activist Investment

SC 13D/A 1 d841236413d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* HG Holdings, Inc. (Name of Issuer) Common Stock, par value $0.02 per share (Title of Class of Securities) 42834P108 (CUSIP Number) Frederick Tucker Golden c/o Solas Capital Management, LLC 1063 Post Road, 2nd Floor Darien, CT 06820 (

November 8, 2019 10-Q

STLY / Stanley Furniture Co., Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938

November 1, 2019 8-K

Financial Statements and Exhibits, Other Events

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 31, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission Fi

November 1, 2019 EX-10.1

Forbearance Agreement, dated as of October 31, 2019, by and among Stanley Furniture Company LLC, Stanley Intermediate Holdings LLC, Stanley Furniture Company 2.0, LLC and Churchill Downs Holdings Ltd., and HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed November 1, 2019).

Exhibit 10.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT, dated as of October 31, 2019 (this “Agreement”), is entered into by and among STANLEY FURNITURE COMPANY LLC, a Delaware limited liability company (the “Borrower”), STANLEY INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Stanley Intermediate”), STANLEY FURNITURE COMPANY 2.0, LLC, a Virginia limited liability company (“

August 26, 2019 8-K

Other Events

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): August 21, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission Fil

August 7, 2019 EX-3.1

Restated Certificate of Incorporation of the Registrant as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q (Commission File No. 0-14938) for the quarter ended June 30, 2019).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HG HOLDINGS, INC. (As amended as of July 3, 2019) FIRST: The name of the Corporation is HG Holdings, Inc. SECOND: The registered office of the corporation is located at 1013 Centre Road, Wilmington, Delaware 19805 (County of New Castle). The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc. THIRD: The pur

August 7, 2019 10-Q

STLY / Stanley Furniture Co., Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HO

July 8, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A AMENDMENT NO. 6 Activist Investment

SC 13D/A Amendment No. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Se

July 3, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 28, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

June 25, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): June 21, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

May 22, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Solas Capital Management, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

May 17, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A AMENDMENT NO. 5 Activist Investment

SC 13D/A Amendment No. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Se

May 14, 2019 10-Q

STLY / Stanley Furniture Co., Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG H

May 10, 2019 DEFA14A

STLY / Stanley Furniture Co., Inc. DEFA14A FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

May 3, 2019 EX-16.1

Letter from BDO to the Securities and Exchange Commission dated April 29, 2019.

Exhibit 16.1 April 29, 2019 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 29, 2019, to be filed by our former client, HG Holdings, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ BDO

May 3, 2019 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): April 29, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

April 30, 2019 DEF 14A

STLY / Stanley Furniture Co., Inc. DEF 14A FORM DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 25, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A4 Activist Investment

SC 13D/A4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Securities) 42834

April 19, 2019 PRE 14A

STLY / Stanley Furniture Co., Inc. FORM PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

March 29, 2019 10-K

STLY / Stanley Furniture Co., Inc. FORM 10-K (Annual Report)

10-K 1 stly2018123110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission file number 0-14938 HG HOLDINGS, INC. (Exact name of Registrant as specified in its Charter) Delaware 54-1272589 (State or other jurisdiction

March 29, 2019 EX-21

List of Subsidiaries (incorporated by reference to Exhibit 21 of the Registrant’s Form 10-K (Commission File No. 0-14938) for the year ended December 31, 2018).

Exhibit 21 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc.: NONE

March 25, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

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): March 19, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 25, 2019 EX-10.2

Subscription Agreement, dated as of March 19, 2019, by and between HC Government Realty Trust, Inc., and HG Holdings, Inc., with respect to the purchase of shares of Series B Stock (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed March 25, 2019).

Exhibit 10.2 Subscription Agreement This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of March 19, 2019 by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows: RECITALS A. The Company is offering up to 1,050,000 shares of its 10.00% Series B Cumulative Convertible Preferred Stock (t

March 25, 2019 EX-10.1

Subscription Agreement, dated as of March 19, 2019, by and between HC Government Realty Trust, Inc. and HG Holdings, Inc., with respect to the purchase of shares of Common Stock (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed March 25, 2019).

Exhibit 10.1 Subscription Agreement This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of March 19, 2019 by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows: RECITALS A. The Company is offering up to 300,000 shares of its common stock (the “Common Stock”) for an offering price of

March 25, 2019 EX-99.1

Report of Independent Registered Public Accounting Firm

EX-99.1 6 ex138683.htm EXHIBIT 99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders HC Government Realty Trust, Inc. Sarasota, Florida Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of HC Government Reality Trust, Inc. and subsidiaries (collectively, “the Company”) as of D

March 25, 2019 EX-10.3

Loan Agreement, dated as of March 19, 2019, by and between HC Government Realty Holdings, L.P., as borrower, the Lenders party thereto and HCM Agency, LLC, as collateral agent (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed March 25, 2019).

Exhibit 10.3 LOAN AGREEMENT dated as of March 19, 2019 HC GOVERNMENT REALTY HOLDINGS, L.P., as Borrower, THE LENDERS PARTY HERETO and HCM AGENCY, LLC, as Collateral Agent ARTICLE I Definitions 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions 10 ARTICLE II THE LOANS 11 Section 2.1 Term Loan 11 Section 2.2 Evidence of Debt 11 Section 2.3 Repayment of Loans 12 Section 2.4 Interes

March 20, 2019 8-K

Current Report

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): March 19, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 1, 2019 8-K

Financial Statements and Exhibits

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): February 25, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission F

March 1, 2019 EX-10.1

Intercreditor and Subordination Agreement, dated February 25, 2019, among HG Holdings, Inc. and Alterna Capital Solutions, LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed March 1, 2019).

EX-10.1 2 ex136172.htm EXHIBIT 10.1 Exhibit 10.1 INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this “Subordination Agreement”), is dated February 25, 2019, and made between HG HOLDINGS, INC f/k/a Stanley Furniture Company, Inc., a Delaware corporation (“Junior Creditor”), having an address of 2115 E 7th Street, Suite 101, Charlotte, North Carol

February 13, 2019 8-K

Financial Statements and Exhibits, Other Events

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): February 7, 2019 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission Fi

February 13, 2019 EX-10.2

Consent, Reaffirmation and Joinder, dated February 7, 2019, among Stanley Furniture Company LLC, Stanley Intermediate Holdings LLC, Churchill Downs Holdings Ltd., Stanley Furniture Company 2.0, LLC and HG Holdings, Inc. (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed February 13, 2019).

EX-10.2 3 ex134716.htm EXHIBIT 10.2 Exhibit 10.2 CONSENT, REAFFIRMATION, AND JOINDER This Consent, Reaffirmation, and Joinder (this “Agreement”), dated as of February 7, 2019, is entered into by and among STANLEY FURNITURE COMPANY LLC, a Delaware limited liability company formerly known as Churchill Downs LLC (the “Borrower”), STANLEY INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company

February 13, 2019 EX-10.3

Agreement, dated February 7, 2019, between HG Holdings, Inc. and Churchill Downs Holdings Ltd. (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed February 13, 2019).

Exhibit 10.3 AGREEMENT AGREEMENT (this “Agreement”), dated as of February 7, 2019, among Churchill Downs Holdings Ltd, a business company incorporated in the British Virgin Islands (the “Buyer”), and HG Holdings, Inc., a Delaware corporation (the “Seller). WHEREAS Seller is the owner of 2,500 ordinary shares (the “Shares”) in the capital of the Buyer. WHEREAS, Seller desires to sell, and Buyer des

February 13, 2019 EX-10.1

Second Amended and Restated Subordinated Secured Promissory Note, dated February 7, 2019, issued by Stanley Furniture Company LLC in favor of HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed February 13, 2019).

Exhibit 10.1 THIS SECOND AMENDED AND RESTATED SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EX

January 17, 2019 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Solas Capital Management, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

November 13, 2018 10-Q

STLY / Stanley Furniture Co., Inc. FORM 10-Q (Quarterly Report)

10-Q 1 stly2018093010q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

September 12, 2018 EX-10.2

Subordinated Secured Promissory Note, dated September 6, 2018, issued by Stone & Leigh, LLC in favor of HG Holdings, Inc. (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed September 12, 2018).

EX-10.2 3 ex123847.htm EXHIBIT 10.2 Exhibit 10.2 THIS SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLI

September 12, 2018 EX-10.1

Amended and Restated Subordinated Secured Promissory Note, dated September 6, 2018, issued by Stanley Furniture Company LLC in favor of HG Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed September 12, 2018).

Exhibit 10.1 THIS AMENDED AND RESTATED SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION

September 12, 2018 EX-10.3

Intercreditor and Debt Subordination Agreement, dated September 6, 2018, between HG Holdings, Inc. and Hale Partnership Fund, L.P., as agent (incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed September 12, 2018).

Exhibit 10.3 InterCreditor and Debt Subordination Agreement THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated September 6, 2018, between HG HOLDINGS, INC., a Delaware corporation (“Junior Creditor”), having an address of 2115 E. 7th Street, Suite 101, Charlotte, North Carolina 28204, and HALE PARTNERSHIP FUND, L.P., a Delaware limited partnership, in its c

September 12, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 6, 2018 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission F

July 20, 2018 10-Q

STLY / Stanley Furniture Co., Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938 HG HO

June 20, 2018 8-K

Submission of Matters to a Vote of Security Holders

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): June 18, 2018 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

June 11, 2018 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Securities) 42834P

May 25, 2018 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* HG Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Securities) 42834P

May 15, 2018 10-Q

STLY / Stanley Furniture Co., Inc. FORM 10-Q (Quarterly Report)

10-Q 1 stly2018033110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 1, 2018 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File Nu

April 30, 2018 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant:☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statem

April 30, 2018 DEF 14A

STLY / Stanley Furniture Co., Inc. FORM DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant:☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statem

March 29, 2018 SC 13D/A

STLY / Stanley Furniture Co., Inc. / PRILLAMAN R GLENN - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 prilla20180328sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) HG Holdings Inc. (Name of Issuer) Common Stock , Par Value $.02 Per Share (Title of Class of Securities) 42834P 108 (CUSIP Number) David W. Robertson McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, Virgini

March 23, 2018 EX-99.1

HG HOLDINGS, INC. ANNOUNCES 2017 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE: HG Holdings, Inc. March 23, 2018 Investor Contact: Brad Garner (252) 355-4610 ext. 2 HG HOLDINGS, INC. ANNOUNCES 2017 RESULTS Charlotte, NC, March 23, 2018/GLOBE NEWSWIRE/ - HG Holdings, Inc. (formerly Stanley Furniture Company, Inc.) (OTCQB:STLY) today reported sales and operating results for the year ending December 31, 2017. 2017 financial results compared to

March 23, 2018 8-K

Results of Operations and Financial Condition

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): March 23, 2018 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 23, 2018 10-K

STLY / Stanley Furniture Co., Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission file number 0-14938 HG HOLDINGS, INC. (formerly known as Stanley Furniture Company, Inc.) (Exact name of Registrant as specified in its Charter) Delaware 54-1272589 (State or oth

March 23, 2018 EX-3.1

The Certificate of Incorporation, By-laws and Certificate of Designation of Series A Participating Preferred Stock of the Registrant as currently in effect (incorporated by reference to Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 hereto).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HG HOLDINGS, INC. (As amended as of March 2, 2018) FIRST: The name of the Corporation is HG Holdings, Inc. SECOND: The registered office of the corporation is located at 1013 Centre Road, Wilmington, Delaware 19805 (County of New Castle). The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc. THIRD: The pu

March 23, 2018 EX-21

List of Subsidiaries. (3)

Exhibit 21 Subsidiaries The following is a list of subsidiaries of HG Holdings, Inc.: NONE

March 14, 2018 8-K

Other Events

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): March 14, 2018 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 8, 2018 EX-10.2

Intercreditor and Debt Subordination Agreement, dated March 2, 2018, between Stanley Furniture Company, Inc. and North Mill Capital LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on March 8, 2018).

Exhibit 10.2 InterCreditor and Debt Subordination Agreement THIS INTERCREDITOR AND DEBT SUBORDINATION AGREEMENT (this "Subordination Agreement"), dated March 2, 2018, between STANLEY FURNITURE COMPANY, INC., a Delaware corporation ("Junior Creditor"), having an address of 2115 E. 7th Street, Suite 101, Charlotte, North Carolina 28204, and NORTH MILL CAPITAL LLC, a Delaware limited liability compan

March 8, 2018 EX-10.1

Subordinated Promissory Note, dated March 2, 2018, of Churchill Downs LLC in favor of Stanley Furniture Company, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 8, 2018).

Exhibit 10.1 THIS SUBORDINATED SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATIO

March 8, 2018 EX-3.1

Certificate of Amendment of Restated Certificate of Incorporation.

EX-3.1 2 ex107254.htm EXHIBIT 3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF STANLEY FURNITURE COMPANY, INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That resolutions were duly adopted by the Board of Directors (the “Board”) of STANLEY FU

March 8, 2018 8-K

STLY / Stanley Furniture Co., Inc. FORM 8-K (Current Report)

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): March 2, 2018 HG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction of incorporation) (Commission File

March 8, 2018 EX-99.1

STANLEY FURNITURE ANNOUNCES CLOSING OF SALE OF SUBSTANTIALLY ALL OF ITS ASSETS

Exhibit 99.1 FOR IMMEDIATE RELEASE: March 2, 2018 Stanley Furniture Company, Inc. Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES CLOSING OF SALE OF SUBSTANTIALLY ALL OF ITS ASSETS High Point, North Carolina, March 2, 2018/GLOBE NEWSWIRE/ – Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) announced today that on March 2, 2018, its stockholders approved the previously

February 27, 2018 8-K

STLY / Stanley Furniture Co., Inc. FORM 8-K (Current Report)

stly201802278k.htm 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): February 23, 2018 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

February 27, 2018 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM 8-K

stly201802278k.htm 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): February 23, 2018 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

February 22, 2018 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM DEFA14A

stly20180221defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant:? Filed by a Party other than the Registrant? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

February 9, 2018 DEFM14A

Unaudited pro forma consolidated financial information of the Company for the year ended December 31, 2016 and the nine months ended September 30, 2016 (incorporated by reference to the Company’s definitive proxy statement filed on February 9, 2018).

stly20171221pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant:? Filed by a Party other than the Registrant? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

February 6, 2018 8-K

STLY / Stanley Furniture Co., Inc. FORM 8-K (Current Report)

stly201802068k.htm 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): February 5, 2018 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction

February 6, 2018 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM 8-K

stly201802068k.htm 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): February 5, 2018 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction

January 30, 2018 PRER14A

STLY / Stanley Furniture Co., Inc. FORM PRER14A

stly20171221pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant:? Filed by a Party other than the Registrant? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru

January 23, 2018 EX-2.1

First Amendment to Asset Purchase Agreement, dated as of January 22, 2018, by and between Churchill Downs, LLC and Stanley Furniture Company, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (Commission File No. 0-14938) filed on January 23, 2018). (1)

ex103410.htm Exhibit 2.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this ?First Amendment?), dated as of January 22, 2018, by and between CHURCHILL DOWNS LLC, a Delaware limited liability company (the ?Buyer?), and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the ?Seller?). WHEREAS, Seller and Buyer entered into that certain Asset Purchase

January 23, 2018 8-K

STLY / Stanley Furniture Co., Inc. FORM 8-K (Current Report)

stly201801238k.htm 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): January 22, 2018 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction

January 23, 2018 EX-99.1

STANLEY FURNITURE ANNOUNCES PRELIMINARY FOURTH QUARTER SALES AND NET LOSS; AMENDMENT TO AGREEMENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS

EX-99.1 3 ex103411.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. January 23, 2018 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES PRELIMINARY FOURTH QUARTER SALES AND NET LOSS; AMENDMENT TO AGREEMENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS High Point, North Carolina, January 23, 2018/Globe Newswire/ – Stanley Furniture Company, In

January 23, 2018 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM 8-K

DEFA14A 1 stly201801238k.htm FORM 8-K 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): January 22, 2018 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or

January 23, 2018 EX-99.1

Press release dated January 23, 2018.

ex103411.htm Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. January 23, 2018 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES PRELIMINARY FOURTH QUARTER SALES AND NET LOSS; AMENDMENT TO AGREEMENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS High Point, North Carolina, January 23, 2018/Globe Newswire/ ? Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) a

January 23, 2018 EX-2.1

First Amendment to Asset Purchase Agreement, dated as of January 22, 2018, by and between Churchill Downs, LLC and Stanley Furniture Company, Inc.*

ex103410.htm Exhibit 2.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this ?First Amendment?), dated as of January 22, 2018, by and between CHURCHILL DOWNS LLC, a Delaware limited liability company (the ?Buyer?), and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the ?Seller?). WHEREAS, Seller and Buyer entered into that certain Asset Purchase

December 28, 2017 8-K

STLY / Stanley Furniture Co., Inc. FORM 8-K (Current Report)

stly201712288k.htm 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): December 21, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

December 28, 2017 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM 8-K

stly201712288k.htm 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): December 21, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

December 27, 2017 PREM14A

STLY / Stanley Furniture Co., Inc. FORM PREM14A

stly20171221pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

December 19, 2017 SC 13D/A

STLY / Stanley Furniture Co., Inc. / PRILLAMAN R GLENN - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 prilla20171218sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Stanley Furniture Company, Inc. (Name of Issuer) Common Stock, Par Value $.02 Per Share (Title of Class of Securities) 854305208 (CUSIP Number) David W. Robertson McGuireWoods LLP Gateway Plaza 800 East Canal Street Rich

December 15, 2017 SC 13D/A

STLY / Stanley Furniture Co., Inc. / Hale Partnership Capital Management, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stanley Furniture Company, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Share (Title of Class of Secu

December 11, 2017 SC 13D/A

STLY / Stanley Furniture Co., Inc. / TALANTA Investment Group, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tv481159sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stanley Furniture Company, Inc. (Name of Issuer) Common Stock, Par Value $0.02 Per Sha

December 8, 2017 EX-10.4

Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 8, 2017 (File No. 001-34964).

ex101761.htm Exhibit 10.4 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this ?Agreement?) is made as of December 8, 2017 (the ?Effective Date?), between Hale Partnership Fund, L.P., a Delaware limited partnership (the ?Buyer?), TALANTA Fund, L.P., a Delaware limited partnership (the ?Selling Stockholder?), TALANTA Investment Group, LLC, a Delaware limited liability company and general pa

December 8, 2017 EX-99.1

STANLEY ANNOUNCES CEO TRANSITION, ELECTION OF THREE VICE PRESIDENTS FOR SALES AND DIRECTOR RESIGNATIONS

ex101762.htm Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. December 8, 2017 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY ANNOUNCES CEO TRANSITION, ELECTION OF THREE VICE PRESIDENTS FOR SALES AND DIRECTOR RESIGNATIONS High Point, North Carolina, December 8, 2017/Globe Newswire/ ? Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) announced today that Glenn Prillama

December 8, 2017 EX-10.2

Separation Agreement by and between Glenn Prillaman and Stanley Furniture Company, Inc.

ex101758.htm Exhibit 10.2 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the ?Agreement?) is entered into by and between Glenn Prillaman (?Executive?) and Stanley Furniture Company, Inc., a Delaware corporation (the ?Company?). WHEREAS, in contemplation of the expected sale of substantially all of the Company?s assets to Churchill Downs LLC, a Delaware limited liability company (?Buyer?), pursuan

December 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, 8-K

8-K 1 stly201712078k.htm FORM 8-K 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): December 7, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or oth

December 8, 2017 EX-10.3

Engagement Letter, effective October 23, 2017, between Stanley Furniture Company, Inc. and The Finely Group, Inc. (incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K (Commission File No. 0-14938) filed December 8, 2017).

ex101760.htm Exhibit 10.3 October 21, 2017 Mr. Steven Hale Director Stanley Furniture Co., Inc. 200 N Hamilton St, High Point, NC 27260 Re: Finley Group Engagement Dear Steve: We would like to thank you for the opportunity to submit this proposal, which offers our services to Stanley Furniture Co., Inc. (?Stanley? or ?Company?). The Finley Group, Inc. (?TFG?) has completed hundreds of assignments

December 8, 2017 EX-10.1

Consent Agreement, dated December 7, 2017, between Stanley Furniture Company, Inc. and Wells Fargo Bank, National Association

ex101757.htm Exhibit 10.1 Wells Fargo Bank, National Association 100 Park Avenue New York, New York 10017 Telephone 212 703 3500 Facsimile 212 703 3520 December 7, 2017 Stanley Furniture Company, Inc. 200 North Hamilton Street No. 200 High Point, North Carolina 27260 Attn: Anita Wimmer Re: Consent to Credit Agreement Gentlemen: Reference is made to that certain Credit Agreement, dated as of Octobe

December 8, 2017 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM 8-K

stly201712078k.htm 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): December 7, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdiction

December 8, 2017 EX-10.1

Consent Agreement, dated December 7, 2017, between Stanley Furniture Company, Inc. and Wells Fargo Bank, National Association

EX-10.1 2 ex101757.htm EXHIBIT 10.1 Exhibit 10.1 Wells Fargo Bank, National Association 100 Park Avenue New York, New York 10017 Telephone 212 703 3500 Facsimile 212 703 3520 December 7, 2017 Stanley Furniture Company, Inc. 200 North Hamilton Street No. 200 High Point, North Carolina 27260 Attn: Anita Wimmer Re: Consent to Credit Agreement Gentlemen: Reference is made to that certain Credit Agreem

December 8, 2017 EX-10.4

Share Purchase Agreement, dated as of December 8, 2017, between Hale Partnership Fund, L.P., Talanta Fund, L.P. and the other entities and natural persons party thereto, including, for limited purposes, Stanley Furniture Company, Inc.

EX-10.4 5 ex101761.htm EXHIBIT 10.4 Exhibit 10.4 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of December 8, 2017 (the “Effective Date”), between Hale Partnership Fund, L.P., a Delaware limited partnership (the “Buyer”), TALANTA Fund, L.P., a Delaware limited partnership (the “Selling Stockholder”), TALANTA Investment Group, LLC, a Delaware limited liability

December 8, 2017 EX-99.1

Press release dated December 8, 2017

ex101762.htm Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. December 8, 2017 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY ANNOUNCES CEO TRANSITION, ELECTION OF THREE VICE PRESIDENTS FOR SALES AND DIRECTOR RESIGNATIONS High Point, North Carolina, December 8, 2017/Globe Newswire/ ? Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) announced today that Glenn Prillama

December 8, 2017 EX-10.2

Separation Agreement by and between Glenn Prillaman and Stanley Furniture Company, Inc.

ex101758.htm Exhibit 10.2 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the ?Agreement?) is entered into by and between Glenn Prillaman (?Executive?) and Stanley Furniture Company, Inc., a Delaware corporation (the ?Company?). WHEREAS, in contemplation of the expected sale of substantially all of the Company?s assets to Churchill Downs LLC, a Delaware limited liability company (?Buyer?), pursuan

December 8, 2017 EX-10.3

Engagement Letter, effective October 23, 2017, between Stanley Furniture Company, Inc. and The Finley Group, Inc.

Exhibit 10.3 October 21, 2017 Mr. Steven Hale Director Stanley Furniture Co., Inc. 200 N Hamilton St, High Point, NC 27260 Re: Finley Group Engagement Dear Steve: We would like to thank you for the opportunity to submit this proposal, which offers our services to Stanley Furniture Co., Inc. (?Stanley? or ?Company?). The Finley Group, Inc. (?TFG?) has completed hundreds of assignments since 1985 an

November 20, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

stly201711178k.htm 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): November 16, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

November 20, 2017 EX-99.1

STANLEY FURNITURE ANNOUNCES AGREEMENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS

ex100768.htm Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. November 20, 2017 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES AGREEMENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS High Point, North Carolina, November 20, 2017/Globe Newswire/ ? Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) announced today that it has entered into an agreement to se

November 20, 2017 EX-3.1

By-laws of the Registrant as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (Commission File No. 0-14938) filed November 20, 2017).

ex100767.htm Exhibit 3.1 BY-LAWS OF STANLEY FURNITURE COMPANY, INC. (a Delaware corporation, the ?Corporation?) (As amended as of November 16, 2017) ARTICLE I OFFICES SECTION 1. OFFICES. The Corporation shall maintain its registered office in the State of Delaware, at 229 South State Street, City of Dover, County of Kent 19901, and its Resident Agent at such address is The Prentice-Hall Corporatio

November 20, 2017 EX-2.1

Asset Purchase Agreement, dated as of November 20, 2017, by and between Churchill Downs, LLC and Stanley Furniture Company, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K (Commission File No. 0-14938) filed on November 20, 2017). (1)

EX-2.1 2 ex100772.htm EXHIBIT 2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between CHURCHILL DOWNS LLC, as Buyer, and STANLEY FURNITURE COMPANY, INC. as Seller Dated as of November 20, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 General 1 ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS 13 Section 2.1 Purchase and Sale of Purchased Assets 13 Section 2.2 Excluded Assets 14 Se

November 20, 2017 EX-3.1

Bylaws of Stanley Furniture Company, Inc., as amended effective November 16, 2017

ex100767.htm Exhibit 3.1 BY-LAWS OF STANLEY FURNITURE COMPANY, INC. (a Delaware corporation, the ?Corporation?) (As amended as of November 16, 2017) ARTICLE I OFFICES SECTION 1. OFFICES. The Corporation shall maintain its registered office in the State of Delaware, at 229 South State Street, City of Dover, County of Kent 19901, and its Resident Agent at such address is The Prentice-Hall Corporatio

November 20, 2017 EX-99.1

Press release dated November 20, 2017

EX-99.1 4 ex100768.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. November 20, 2017 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES AGREEMENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS High Point, North Carolina, November 20, 2017/Globe Newswire/ – Stanley Furniture Company, Inc. (Nasdaq-NGS: STLY) announced today that it has entered

November 20, 2017 EX-2.1

Asset Purchase Agreement, dated as of November 20, 2017, by and between Churchill Downs, LLC and Stanley Furniture Company, Inc.*

EX-2.1 2 ex100772.htm EXHIBIT 2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between CHURCHILL DOWNS LLC, as Buyer, and STANLEY FURNITURE COMPANY, INC. as Seller Dated as of November 20, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 General 1 ARTICLE II PURCHASE AND SALE OF PURCHASED ASSETS 13 Section 2.1 Purchase and Sale of Purchased Assets 13 Section 2.2 Excluded Assets 14 Se

November 20, 2017 DEFA14A

STLY / Stanley Furniture Co., Inc. FORM 8-K

stly201711178k.htm 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): November 16, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware No. 0-14938 54-1272589 (State or other jurisdictio

November 13, 2017 8-K

Financial Statements and Exhibits

stly201711098k.htm 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): November 13, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware 0-14938 54-1272589 (State or other jurisdiction of

November 13, 2017 EX-99.1

STANLEY FURNITURE ANNOUNCES THIRD QUARTER 2017 RESULTS

EX-99.1 2 ex100034.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: November 13, 2017 Stanley Furniture Company, Inc. Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES THIRD QUARTER 2017 RESULTS High Point, NC, November 13, 2017/GLOBE NEWSWIRE/ - Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) reports sales and operating results for the third quarter ended Septembe

November 13, 2017 10-Q

STLY / Stanley Furniture Co., Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-14938

July 25, 2017 EX-99.1

STANLEY FURNITURE ANNOUNCES SECOND QUARTER 2017 EARNINGS

ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE: Stanley Furniture Company, Inc. July 25, 2017 Investor Contact: Anita W. Wimmer (336) 884-7698 STANLEY FURNITURE ANNOUNCES SECOND QUARTER 2017 EARNINGS Company continues to improve results High Point, NC, July 25, 2017/GLOBE NEWSWIRE/ - Stanley Furniture Company, Inc. (Nasdaq-NGS:STLY) reports sales and operating results for the second quarter ended J

July 25, 2017 8-K

Stanley Furniture FORM 8-K (Current Report/Significant Event)

stly201707248k.htm 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 25, 2017 Stanley Furniture Company, Inc. (Exact name of registrant as specified in its charter) Delaware 0-14938 54-1272589 (State or other jurisdiction of inc

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