Item 3.02. Unregistered Sales of Equity Securities.
On June 30, 2015, IEG Holdings Corporation (the "Company") issued an aggregate
of 250,000 shares of the Company's Series G preferred stock to Bruce
Merivale-Austin. In addition, effective June 30, 2015, the holders of certain
shares of the Company's Series F preferred stock and Series G preferred stock,
including Mr. Merivale-Austin, notified the Company of their intention to
convert their Series F preferred stock and Series G preferred stock into Company
common stock. The Company issued an aggregate of 1,575,025 shares of Company
common stock pursuant to the conversion notices.
These securities issuances described above were exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an
exemption provided by Regulation S promulgated pursuant to the Securities Act.
The issuances involved offers and sales of securities outside the United States.
The offers and sales were made in offshore transactions and no directed selling
efforts were made by the issuer, a distributor, their affiliates or any persons
acting on their behalf.
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