HGBL / Heritage Global Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL 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 4, 2025 HERITAGE GLOBAL 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 4, 2025 HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Commission File N

Promissory Note, dated February 6, 2025, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.2 PROMISSORY NOTE Principal $4,100,000.00 Loan Date 02-06-2025 Maturity 02-06-2035 Loan No 16608 Call / Coll 71 RE Account Officer AF Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “**” has been omitted due to text length limitations. Borrower: Heritage Nancy R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL INC.

Business Loan Agreement, dated February 6, 2025, by and between Heritage Global Inc. and C3bank, National Association.

Exhibit 10.1 BUSINESS LOAN AGREEMENT Principal $4,100,000.00 Loan Date 02-06-2025 Maturity 02-06-2035 Loan No 16608 Call / Coll 71 RE Account Officer AF Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “**” has been omitted due to text length limitations. Borrower: Heritage

Commercial Security Agreement, dated February 6, 2025, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.3 COMMERCIAL SECURITY AGREEMENT Principal $4,100,000.00 Loan Date 02-06-2025 Maturity 02-06-2035 Loan No 16608 Call / Coll 71 RE Account Officer AF Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “**” has been omitted due to text length limitations. Grantor: Her

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

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 Statemen

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

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 Statemen

Form of Restricted Stock Grant for Restricted Stock Granted Under 2022 Heritage Global Inc. Equity Incentive Plan (Employee).

Exhibit 10.29 RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2022 heritage global inc. equity INCENTIVE PLAN (Employees) Name of Grantee: No. of Shares: Grant Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan, as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acc

Statement of Company Policy Regarding Insider Trading and Company Policy Regarding Special Trading Procedures

Exhibit 19 HERITAGE GLOBAL INC. STATEMENT OF COMPANY POLICY REGARDING INSIDER TRADING Reasons for This Policy Statement Heritage Global Inc. and its subsidiaries (collectively referred to as “HGI” or the “Corporation”) are committed to conducting the Corporation’s business in accordance with all applicable federal, state and local laws, honesty in our business dealings, prudent use of our assets a

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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 No. 001-39471 HERITAGE GLOBAL INC. (Exact N

List of subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation Heritage Global LLC Delaware Heritage ALT LLC Delaware HG ALT LLC Connecticut Heritage Global Partners, Inc.

Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of December 27, 2024 and incorporated herein by reference).

Exhibit 10.21 LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN [HERITAGE GLOBAL INC.; LOAN NO.:13880] This LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN (this “Agreement”) is made effective as of December 27, 2024 (“Reference Date”) by and between Heritage Global Inc., a Florida corporation (“Borrower”), and C3bank, National Association (“Lender”) with respect to the following facts:

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 6, 2025 HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Commission Fi

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 31, 2024 HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Commission F

Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of October 4, 2024

Exhibit 10.2 LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN [HERITAGE GLOBAL INC.; LOAN NO.:13880] This LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN (this “Agreement”) is made effective as of October 4, 2024 (“Reference Date”) by and between Heritage Global Inc., a Florida corporation (“Borrower”), and C3bank, National Association (“Lender”) with respect to the following facts: R E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 number: 001-39471 HERITAGE GLOBAL

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): September 13, 2024 HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Commission

Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of July 24, 2024

Exhibit 10.1 LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN [HERITAGE GLOBAL INC.; LOAN NO.:13880] This LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN (this “Agreement”) is made effective as of July 24, 2024 (“Reference Date”) by and between Heritage Global Inc., a Florida corporation (“Borrower”), and C3bank, National Association (“Lender”) with respect to the following facts: R E C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, 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 6, 2024 (June 5, 2024) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Co

Second Amended and Restated Articles of Incorporation of Heritage Global Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HERITAGE GLOBAL INC. Pursuant to Sections 607.1001, 607.1003, 607.1006 and 607.1007 of the Florida Business Corporation Act (the “Act”), HERITAGE GLOBAL INC., a corporation organized and existing under and by virtue of the provisions of the Act, DOES HEREBY CERTIFY: 1. That the name of this corporation (the “Corporation”) is Heri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL INC.

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

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 Statemen

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

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 Statemen

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

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 Statemen

Amended and Restated Promissory Note, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.25 AMENDED AND RESTATED PROMISSORY NOTE Principal Loan Date Maturity Loan No Call Coll Account Officer Initials $10,000,000.00 05-05-2021 10-27-2024 13880 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ”***” has been omitted due to text length limitations. Borrower: Her

Heritage Global Inc. Compensation Recoupment Policy (Adopted Nov. 7, 2023).

Exhibit 97.1 HERITAGE GLOBAL INC. Compensation Recoupment Policy 1. Purpose. The purpose of this Compensation Recoupment Policy of the Company (as amended from time to time, the “Policy”), dated as of November 7, 2023 (the “Adoption Date”) is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members

Form of Option Grant for Options to Non-employees Granted Under 2022 Heritage Global Inc. Equity Incentive Plan.

Exhibit 10.35 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 2022 HERITAGE GLOBAL INC. EQUITY INCENTIVE PLAN (Non-Employee Directors) Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants

Form of Restricted Stock Grant for Restricted Stock Granted Under 2022 Heritage Global Inc. Equity Incentive Plan.

Exhibit 10.36 RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2022 heritage global inc. equity INCENTIVE PLAN (Non-Employee Directors) Name of Grantee: No. of Shares: Grant Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan, as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named ab

Form of Option Grant for Options to Employees Granted Under 2022 Heritage Global Inc. Equity Incentive Plan.

Exhibit 10.34 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 2022 HERITAGE GLOBAL INC. EQUITY INCENTIVE PLAN (Employees) Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan, as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants to the Optio

Pledge and Security Agreement, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.29 PLEDGE AND SECURITY AGREEMENT LOAN #15784 This PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), is made as of May 26, 2023, by HERITAGE GLOBAL INC., a Florida corporation (together with its permitted successors and assigns, “Pledgor”), having an address at 12625 High Bluff Drive, Suite 305, San Diego, CA 92130, for the benefit of C3BANK, a national banking association, having

Business Loan Agreement, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.28 BUSINESS LOAN AGREEMENT Principal $7,000,000.00 Loan Date 05-26-2023 Maturity 05-26-2028 Loan No 15784 Call / Coll 71 RE Account Officer JC Initials References in the boxes above are or Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Heritag

List of subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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 No. 001-39471 HERITAGE GLOBAL INC. (Exact N

Promissory Note, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.27 PROMISSORY NOTE Principal $7,000,000.00 Loan Date 05-26-2023 Maturity 05-26-2028 Loan No 15784 Call / Coll 71 RE Account Officer JC Initials References in the boxes above are or Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Heritage Global

Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.26 LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN [HERITAGE GLOBAL INC.; LOAN NO.:13880] This LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN (this “Agreement”) is made effective as of May 26, 2023 (“Reference Date”) by and between Heritage Global Inc., a Florida corporation (“Borrower”), and C3bank, National Association (“Lender”) with respect to the following facts: R E C

HERITAGE GLOBAL INC. Compensation Recoupment Policy

Exhibit 10.44 HERITAGE GLOBAL INC. Compensation Recoupment Policy 1. Purpose. The purpose of this Compensation Recoupment Policy of the Company (as amended from time to time, the “Policy”), dated as of November 7, 2023 (the “Adoption Date”) is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members

HGBL / Heritage Global Inc. / PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Heritage Global Inc. (Name of Issuer) Common (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fili

HGBL / Heritage Global Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01111-heritageglobalinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Heritage Global Inc Title of Class of Securities: Common Stock CUSIP Number: 42727E103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to

HGBL / Heritage Global Inc. / Topline Capital Partners, LP - SC 13G/A Passive Investment

SC 13G/A 1 d747986dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Heritage Global, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of Statement) Check the appropriate box to designa

JOINT FILING UNDERTAKING

EX-99.A 2 d747986dex99a.htm EX-99.A EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ 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 transition period from to Commission File No. 001-39471 HERITAGE GLOBAL INC. (Exact

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): November 28, 2023 HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL

Heritage Global Inc. 12625 High Bluff Drive, Suite 305 San Diego, CA 92130 September 21, 2023

Heritage Global Inc. 12625 High Bluff Drive, Suite 305 San Diego, CA 92130 September 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Rucha Pandit Re: Heritage Global Inc. Registration Statement on Form S-3 File No. 333-274514 Acceleration Request Requested Date: September 25, 2023 Requested Time:

Form of Indenture.

Exhibit 4.7 HERITAGE GLOBAL INC. AND , TRUSTEE INDENTURE DATED AS OF , 2023 DEBT SECURITIES Exhibit 4.7 HERITAGE GLOBAL INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2023 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c)

Specimen Stock Certificate evidencing the shares of Common Stock.

Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA NUMBER HG 0320 HERITAGEGLOBAL INC. SHARES COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 42727E 10 3 THIS CERTIFIES THAT SPECIMEN IS THE REGISTERED HOLDER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, FULLY OAID AND NON-ASSESSABLE OF HERITAGE GLOBAL INC. transferable on the books of the Corporation by the holder hereof

As filed with the Securities and Exchange Commission on September 14, 2023

As filed with the Securities and Exchange Commission on September 14, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Heritage Global, 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 16, 2023, (August 14, 2023

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 16, 2023, (August 14, 2023) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporati

Pledge and Security Agreement, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023.

Exhibit 10.5 PLEDGE AND SECURITY AGREEMENT LOAN #15784 This PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”), is made as of May 26, 2023, by HERITAGE GLOBAL INC., a Florida corporation (together with its permitted successors and assigns, “Pledgor”), having an address at 12625 High Bluff Drive, Suite 305, San Diego, CA 92130, for the benefit of C3BANK, a national banking association, having

Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023.

Exhibit 10.2 LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN [HERITAGE GLOBAL INC.; LOAN NO.:13880] This LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN (this “Agreement”) is made effective as of May 26, 2023 (“Reference Date”) by and between Heritage Global Inc., a Florida corporation (“Borrower”), and C3bank, National Association (“Lender”) with respect to the following facts: R E C

Business Loan Agreement, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023.

Exhibit 10.4 BUSINESS LOAN AGREEMENT Principal $7,000,000.00 Loan Date 05-26-2023 Maturity 05-26-2028 Loan No 15784 Call / Coll 71 RE Account Officer JC Initials References in the boxes above are or Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Heritage

Employment Agreement, by and between Heritage Global Inc. and David Ludwig, effective as of June 1, 2023. (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference)

Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 1, 2023 (the “Effective Date”) by and between Heritage Global Inc., a Florida corporation (“Company”), and David Ludwig (“Executive”). The parties hereto believe that it is in their respective interests to enter into an employment agreement whereby, for the consideration specified herein, Ex

Amended and Restated Promissory Note, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023.

Exhibit 10.1 AMENDED AND RESTATED PROMISSORY NOTE Principal Loan Date Maturity Loan No Call Coll Account Officer Initials $10,000,000.00 05-05-2021 10-27-2024 13880 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ”***” has been omitted due to text length limitations. Borrower: Heri

Promissory Note, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023.

Exhibit 10.3 PROMISSORY NOTE Principal $7,000,000.00 Loan Date 05-26-2023 Maturity 05-26-2028 Loan No 15784 Call / Coll 71 RE Account Officer JC Initials References in the boxes above are or Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: Heritage Global

Employment Agreement, by and between Heritage Global Inc. and Nick Dove, effective as of January 1, 2023 (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2023 (the “Effective Date”) by and between Heritage Global Inc., a Florida corporation (“Company”), and Nick Dove (“Executive”). Executive is skilled in business and financial matters as they relate to the business of purchasing and selling surplus or distressed industrial assets and f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL 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 20, 2023, (June 14, 2023) HE

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, 2023, (June 14, 2023) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 1, 2023, (May 26, 2023) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 HERITAGE GLOBAL INC.

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

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 Statemen

Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2023

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 Statemen

Form of Option Grant for Options to Employees Granted Under 2022 Heritage Global Inc. Equity Incentive Plan.

Exhibit 10.41 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 2022 HERITAGE GLOBAL INC. EQUITY INCENTIVE PLAN (Employees) Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan, as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants to the Optio

Form of Option Grant for Options to Non-employees Granted Under 2022 Heritage Global Inc. Equity Incentive Plan.

Exhibit 10.42 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 2022 HERITAGE GLOBAL INC. EQUITY INCENTIVE PLAN (Non-Employee Directors) Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants

List of subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

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, 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 No. 001-39471 HERITAGE GLOBAL INC. (Exact N

Form of Restricted Stock Grant for Restricted Stock Granted Under 2022 Heritage Global Inc. Equity Incentive Plan.

Exhibit 10.43 RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2022 heritage global inc. equity INCENTIVE PLAN (Non-Employee Directors) Name of Grantee: No. of Shares: Grant Date: Pursuant to the 2022 Heritage Global Inc. Equity Incentive Plan, as amended through the date hereof (the “Plan”), Heritage Global Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named ab

Heritage Global Announces Appointment of Bill Burnham to Board of Directors

Exhibit 99.1 Heritage Global Announces Appointment of Bill Burnham to Board of Directors SAN DIEGO, California (March 22, 2023) — Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HG” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today announced the appointment of William (“Bill”) Burnham to its Board of Directors. Mr. Burnham brin

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 22, 2023 (March 17, 2023) H

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 22, 2023 (March 17, 2023) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation)

HGBL / Heritage Global Inc / SILBER ALLAN C - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42727E103 (CUSIP Number) Allan Silber 22 St. Clair Avenue East, Suite 1201, Toronto, Ontario, M4T 2S3 (647) 812-2417 (Name, Address and Telephone Number of Person Authorize

HERITAGE GLOBAL INC. ACHIEVES RECORD NET OPERATING INCOME OF $11.1 MILLION AND $0.42 EARNINGS PER SHARE FOR FULL YEAR 2022

Exhibit 99.1 HERITAGE GLOBAL INC. ACHIEVES RECORD NET OPERATING INCOME OF $11.1 MILLION AND $0.42 EARNINGS PER SHARE FOR FULL YEAR 2022 SAN DIEGO, California (March 9, 2023) – Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HG” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today reported financial results for the fourth quarter a

Financial Statements and Exhibits, 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 9, 2023 (March 9, 2023) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (

HGBL / Heritage Global Inc / PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC. Passive Investment

SC 13G/A 1 fp0082241-11sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Heritage Global Inc. (Name of Issuer) Common (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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: 001-39471 HERITAGE GLOBAL

Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of April 1, 2022.

Exhibit 10.1 LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN [HERITAGE GLOBAL INC.; LOAN NO.:13880] This LOAN MODIFICATION AGREEMENT AND REAFFIRMATION OF LOAN (this ?Agreement?) is made effective as of April 1, 2022 (?Reference Date?) by and between Heritage Global Inc., a Florida corporation (?Borrower?), and C3bank, National Association (?Lender?) with respect to the following facts: R E C

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 26, 2022 (August 23, 2022) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporatio

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): August 15, 2022 (August 9, 2022) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation

Letter from Baker Tilly US, LLP, dated August 15, 2022, regarding change in certifying accountant

Exhibit 16.1 August 15, 2022 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Heritage Global Inc. (the ?Company?). We have read the Company?s disclosure set forth in Item 4.01 ?Changes in Registrant?s Certifying Accountant? of the Company?s Current Report on Form 8-K dated August

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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: 001-39471 HERITAGE GLOBAL INC.

Filing Fee Table

EX-FILING FEES 4 hgbl-exfilingfees.htm FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Heritage Global Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount

As Filed With the Securities and Exchange Commission on July 13, 2022

As Filed With the Securities and Exchange Commission on July 13, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, 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 14, 2022 (June 8, 2022) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (C

HGBL / Heritage Global Inc / SILBER ALLAN C - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42727E103 (CUSIP Number) Allan Silber c/o Point Biopharma Global Inc. 4850 West 78th Street, Indianapolis, Indiana 46268 (647) 812-2417 (Name, Address and Telephon

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 31, 2022 (May 24, 2022) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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: 001-39471 HERITAGE GLOBAL INC.

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

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 State

2022 Heritage Global Inc. Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2022)

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 State

List of subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

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 SECTI

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 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 No. 001-39471 HERITAGE GLOBAL INC. (Exact N

HGBL / Heritage Global Inc / PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Heritage Global Inc. (Name of Issuer) Common (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Fili

Submission of Matters to a Vote of Security Holders

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): June 15, 2021 (June 09, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction

Form of Indemnification Agreement

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?), dated as of [?], is by and between Heritage Global Inc., a Florida corporation (the ?Company?), and [?] (the ?Indemnitee?). WHEREAS, Indemnitee has agreed to serve as [an executive officer of the Company as authorized by / a member of] the Company?s board of directors (the ?Board?) effective as of the date hereof;

HERITAGE GLOBAL INC. APPOINTS SHIRLEY CHO TO BOARD OF DIRECTORS

Exhibit 99.1 HERITAGE GLOBAL INC. APPOINTS SHIRLEY CHO TO BOARD OF DIRECTORS SAN DIEGO, California (December 22, 2021) ? Heritage Global Inc. (NASDAQ: HGBL) (?Heritage Global,? ?HGI? or ?the Company?), an asset services company specializing in financial and industrial asset transactions, today announced the appointment of Shirley S. Cho to its board of directors, effective as of December 20, 2021.

Letter Agreement and Information Barrier Protocol

Exhibit 10.2 L O S A N G E L E S, C A S A N F R A N C I S C O, C A W I L M I N G T O N, D E N E W Y O R K, N Y H O U S T O N, T X 10100 SANTA MONICA BLVD. 13th FLOOR LOS ANGELES CALIFORNIA 90067-4003 TELEPHONE: 310.277.6910 FACSIMILE: 310.201.0760 SAN FRANCISCO 150 CALIFORNIA STREET 15th FLOOR SAN FRANCISCO CALIFORNIA 94111-4500 TELEPHONE: 415.263.7000 FACSIMILE: 415.263.7010 DELAWARE 919 NORTH MA

Regulation FD Disclosure, 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): December 22, 2021 (December 19, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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: 001-39471 Heritage Global

Heritage Global Inc. 12625 High Bluff Drive, Suite 305 San Diego, CA 92130 October 4, 2021

Heritage Global Inc. 12625 High Bluff Drive, Suite 305 San Diego, CA 92130 October 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jennifer Lopez Re: Heritage Global Inc. Registration Statement on Form S-3 File No. 333-259795 Acceleration Request Requested Date: October 6, 2021 Requested Time:4:01

As filed with the Securities and Exchange Commission on September 24, 2021

As filed with the Securities and Exchange Commission on September 24, 2021 Registration No.

HGBL / Heritage Global Inc / SILBER ALLAN C - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42727E103 (CUSIP Number) Allan Silber c/o Point Biopharma Inc. 22 St. Clair Avenue East, Suite 1201, Toronto, Ontario, M4T 2S3, Canada (647) 812-2417 (Name, Addres

Heritage Global Partners Acquires American Laboratory Trading Strengthens position in critical industrial sector through the acquisition of a leading reseller of lab equipment assets

Exhibit 99.1 Heritage Global Partners Acquires American Laboratory Trading Strengthens position in critical industrial sector through the acquisition of a leading reseller of lab equipment assets San Diego, CA. (August 23, 2021) ?Heritage Global Partners (?HGP?), a worldwide leader in asset advisory and auction services, and a subsidiary of Heritage Global Inc. (Nasdaq: HGBL) today announced that

Purchase and Sale Agreement, dated August 18, 2021, between 12 Colton Road, LLC and HG ALT LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 24, 2021 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.2 PURCHASE AND SALE AGREEMENT (12 Colton Road, East Lyme, CT) This PURCHASE AND SALE AGREEMENT (the ?Agreement?) by and among 12 COLTON ROAD, LLC, a Connecticut limited liability company (the ?Seller?), and HG ALT LLC, a Connecticut limited liability company (?Purchaser?) is effective as of August 18, 2021(the ?Effective Date?). Seller and Purchaser are sometimes hereinafter collectivel

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 24, 2021 (August 18, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporatio

Asset Purchase Agreement, dated August 18, 2021, by and among Heritage ALT LLC, American Laboratory Trading, Inc., Dante LaTerra and Heritage Global Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on August 24, 2021 (File No. 001-39471), and incorporated herein by reference).

Execution Version Exhibit 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG HERITAGE ALT LLC, AMERICAN LABORATORY TRADING, INC., DANTE LATERRA, AND HERITAGE GLOBAL INC. (SOLELY FOR THE PURPOSES OF SECTION 9.15 AND ARTICLE IX) DATED AS OF August 18, 2021 STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR

Subordinated Promissory Note, dated August 23, 2021, by and among Heritage ALT LLC, American Laboratory Trading, Inc., and Heritage Global Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 24, 2021 (File No. 001-39471), and incorporated herein by reference).

Execution Version Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES OR STATE BLUE SKY LAW, AND MAY NOT BE PLEDGED, HYPOTHECATED, TRANSFERRED, OFFERED FOR SALE OR SOLD EXCEPT PURSUANT TO A REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACTS. SUBORDINATED PROMISSORY NOTE US $2,000,000.00August 23, 2021 FOR VALUE RECEIVED,

Commercial Security Agreement, dated May 11, 2014, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference).

Exhibit 10.3 COMMERCIAL SECURITY AGREEMENT Borrower:Heritage Global Inc.Lender:C3bank, National Association 12625 High Bluff Drive , Suite 305Riverside Office San Diego, CA 921303727 Arlington Ave Riverside, CA 92506 Grantor: Heritage Global Inc.; Heritage Global Partners Inc.; Heritage Global LLC; National Loan Exchange, Inc.; Heritage Global Capital LLC; and Equity Partners HG, LLC 12625 High Bl

Business Loan Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference).

Exhibit 10.1 BUSINESS LOAN AGREEMENT Borrower:Heritage Global Inc.Lender:C3bank, National Association 12625 High Bluff Drive, Suite 305Riverside Office San Diego, CA 921303727 Arlington Ave Riverside, CA 92506 THIS BUSINESS LOAN AGREEMENT dated May 5, 2021, is made and executed between Heritage Global Inc. ("Borrower") and C3bank, National Association ("Lender") on the following terms and conditio

Pledge and Security Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference).

Exhibit 10.4 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this ?Pledge Agreement?), is made as of May 5, 2021, by HERITAGE GLOBAL INC., a Florida corporation (together with its permitted successors and assigns, ?Pledgor?), having an address at 12625 High Bluff Drive, Suite 305, San Diego, CA 92130, for the benefit of C3BANK, a national banking association, having an address at

Side Letter, dated May 5, 2021, by and between Heritage Global Inc. and C3bank, National Association ((filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference).

Exhibit 10.5 May 5, 2021 C3bank, National Association Arlington Office 3727 Arlington Ave. Riverside, CA 92506 Attn: Andrew Meitzen, SVP/Chief Risk Officer Dear Andrew: Reference is made to that certain (i) Business Loan Agreement of even date hereof by and between Heritage Global Inc., a Florida corporation ("Borrower") and C3bank, National Association ("Lender") (as the same heretofore may have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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: 001-39471 Heritage Global Inc.

Promissory Note, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference).

Exhibit 10.2 PROMISSORY NOTE Borrower:Heritage Global Inc. 12625 High Bluff Drive San Diego, CA 92130 , Suite 305 Lender:C3bank, National Association Riverside Office 3727 Arlington Ave Riverside, CA 92506 Principal Amount: $10,000,000.00Date of Note: May 5, 2021 PROMISE TO PAY. Heritage Global Inc. ("Borrower") promises to pay to C3bank, National Association ("Lender"), or order, in lawful money

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 15, 2021 (June 9, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (C

Commercial Security Agreement, dated May 11, 2014, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.4 COMMERCIAL SECURITY AGREEMENT Borrower:Heritage Global Inc.Lender:C3bank, National Association 12625 High Bluff Drive , Suite 305Riverside Office San Diego, CA 921303727 Arlington Ave Riverside, CA 92506 Grantor: Heritage Global Inc.; Heritage Global Partners Inc.; Heritage Global LLC; National Loan Exchange, Inc.; Heritage Global Capital LLC; and Equity Partners HG, LLC 12625 High Bl

Business Loan Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.2 BUSINESS LOAN AGREEMENT Borrower:Heritage Global Inc.Lender:C3bank, National Association 12625 High Bluff Drive, Suite 305Riverside Office San Diego, CA 921303727 Arlington Ave Riverside, CA 92506 THIS BUSINESS LOAN AGREEMENT dated May 5, 2021, is made and executed between Heritage Global Inc. ("Borrower") and C3bank, National Association ("Lender") on the following terms and conditio

Promissory Note, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.3 PROMISSORY NOTE Borrower:Heritage Global Inc. 12625 High Bluff Drive San Diego, CA 92130 , Suite 305 Lender:C3bank, National Association Riverside Office 3727 Arlington Ave Riverside, CA 92506 Principal Amount: $10,000,000.00Date of Note: May 5, 2021 PROMISE TO PAY. Heritage Global Inc. ("Borrower") promises to pay to C3bank, National Association ("Lender"), or order, in lawful money

Pledge and Security Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.5 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this ?Pledge Agreement?), is made as of May 5, 2021, by HERITAGE GLOBAL INC., a Florida corporation (together with its permitted successors and assigns, ?Pledgor?), having an address at 12625 High Bluff Drive, Suite 305, San Diego, CA 92130, for the benefit of C3BANK, a national banking association, having an address at

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? 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: 001-39471 Heritage Global Inc.

Side Letter, dated May 5, 2021, by and between Heritage Global Inc. and C3bank, National Association

Exhibit 10.6 May 5, 2021 C3bank, National Association Arlington Office 3727 Arlington Ave. Riverside, CA 92506 Attn: Andrew Meitzen, SVP/Chief Risk Officer Dear Andrew: Reference is made to that certain (i) Business Loan Agreement of even date hereof by and between Heritage Global Inc., a Florida corporation ("Borrower") and C3bank, National Association ("Lender") (as the same heretofore may have

Separation Agreement, dated March 30, 2021, by and between Heritage Global Inc. and Scott West (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021, and incorporated herein by reference).

Exhibit 10.1 SEparation AGREEMENT & GENERAL RELEASE This Separation Agreement and General Release (?Agreement?) is made and entered into as by and between Heritage Global Inc. (?HGI?) on the one hand, and Scott A. West (?Executive?), on the other hand. HGI and Executive together are referred to herein as the Parties. This Agreement shall be effective on the eighth day after it is signed by Executi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Allan S

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42727E103 (CUSIP Number) Allan Silber c/o Point Biopharma Inc. 22 St. Clair Avenue East, Suite 1201, Toronto, Ontario, M4T 2S3, Canada (647) 812-2417 (Name, Addres

- 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 State

- 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 State

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/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): April 5, 2021 (March 18, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdictio

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): March 24, 2021 (March 18, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation)

Heritage Global Announces Appointment of David Ludwig to Board of Directors

Exhibit 99.1 Heritage Global Announces Appointment of David Ludwig to Board of Directors SAN DIEGO, California (March 9, 2021) — Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HGI” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today announced that David Ludwig, President of the Company’s Financial Asset Division, has been electe

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): March 9, 2021 (March 4, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (

Description of Securities (filed as Exhibit 4.2 to the Company's Annual Report on form 10-K filed on March 8, 2021 (File No. 001-39471), and incorporated herein by reference).

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Heritage Global Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. In this Exhibit 4.2, when we refer to the ?Company,? ?we,? ?us? or ?our? or when we otherwise refer

List of subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

Annual Report - 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 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 No. 001-39471 HERITAGE GLOBAL INC. (Exact N

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. __)* He

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. )* Heritage Global Inc. (Name of Issuer) Common (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filin

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) Heritage Global, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) (CUSIP Number) Dece

Amendment No. 4 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) Heritage Global, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of Statement) Check the appropriate box to designate the

JOINT FILING UNDERTAKING

EX-A EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Samuel L. Shimer Named Chair of Heritage Global Board of Directors

Exhibit 99.1 Samuel L. Shimer Named Chair of Heritage Global Board of Directors SAN DIEGO, California (January 19, 2021) — Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HGI” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today announced that Samuel L. Shimer has been elected Chair of its Board of Directors. Former Chair and Boar

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 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 19, 2021 (January 12, 2021) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporat

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 12, 2021 HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporation) (Commission Fi

Heritage Global Expects Significant Net Operating Growth in Fourth Quarter 2020

Exhibit 99.1 Heritage Global Expects Significant Net Operating Growth in Fourth Quarter 2020 SAN DIEGO, California (January 12, 2021) — Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HGI” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today announced that it expects to report significant growth in net operating income for the fou

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 9, 2020 (November 5, 2020) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 001-39471 59-2291344 (State or other jurisdiction of incorporat

HERITAGE GLOBAL INC. ANNOUNCES STRONG 2020 THIRD QUARTER OPERATING RESULTS

Exhibit 99.1 HERITAGE GLOBAL INC. ANNOUNCES STRONG 2020 THIRD QUARTER OPERATING RESULTS SAN DIEGO, California (November 9, 2020) – Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HGI” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today reported financial results for the third quarter ended September 30, 2020. Heritage Global Chie

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 001-39471 Heritage Global

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 5, 2020 (November 1, 2020) HERITAGE GLOBAL INC.

Letter from Squar Milner, LLP dated November 5, 2020.

Exhibit 16.1 November 5, 2020 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Heritage Global Inc. and Subsidiaries (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on For

Industrial Lease Agreement, dated as of October 19, 2020, by and between Hayward FGHK Industrial, LLC and Heritage Global Partners, Inc.

Exhibit 1.1 HAYWARD GATEWAY CENTER INDUSTRIAL LEASE AGREEMENT BETWEEN HAYWARD FGHK INDUSTRIAL, LLC, a Delaware limited liability company AS LANDLORD AND HERITAGE GLOBAL PARTNERS, INC., a California corporation AS TENANT DATED AS OF OCTOBER 19, 2020 Table of Contents Page 1. Definitions and Basic Provisions3 2. Lease and License Grant4 3. Tender of Possession4 4. Rent6 5. Delinquent Payment; Handli

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 29, 2020 (October 27, 2020) HERITAGE GLOBAL INC.

HERITAGE GLOBAL INC. PRICES PUBLIC OFFERING OF COMMON STOCK

EX-99.2 5 hgbl-ex9929.htm EX-99.2 Exhibit 99.2 HERITAGE GLOBAL INC. PRICES PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, California. (October 2, 2020) – Heritage Global Inc. (Nasdaq: HGBL) (“Heritage Global,” “HGI” or the “Company”), an asset services company specializing in financial and industrial asset transactions, today announced the pricing of its previously announced underwritten public offeri

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 6, 2020 HERITAGE GLOBAL INC.

HERITAGE GLOBAL INC. ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

Exhibit 99.1 HERITAGE GLOBAL INC. ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, California. (October 1, 2020) – Heritage Global Inc. (Nasdaq: HGBL) (“Heritage Global,” “HGI” or the “Company”), an asset services company specializing in financial and industrial asset transactions, today announced that it intends to offer and sell shares of its common stock in an underwritten public o

Underwriting Agreement, dated as of October 2, 2020, by and among Heritage Global Inc. and Lake Street Capital Markets LLC, as representative of the several underwriters named therein.

Exhibit 1.1 4,750,000 Shares1 Heritage Global Inc. Common Stock, $0.01 par value per share UNDERWRITING AGREEMENT October 2, 2020 Lake Street Capital Markets, LLC As Representative of the several Underwriters named in Schedule I hereto c/o Lake Street Capital Markets, LLC 920 Second Avenue South, Suite 700 Minneapolis, Minnesota 55402 c/o Colliers Securities LLC 90 South Seventh Street, Suite 4300

Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 2, 2020 HERITAGE GLOBAL INC.

4,750,000 Shares Heritage Global Inc. Common Stock

Filed Pursuant to Rule 424(b)(2) File No. 333-248578 PROSPECTUS SUPPLEMENT (To Prospectus dated September 15, 2020) 4,750,000 Shares Heritage Global Inc. Common Stock This is a public offering of shares of common stock of Heritage Global Inc. We are offering 4,750,000 shares of our common stock, $0.01 par value per share, directly to investors in this offering pursuant to this prospectus supplemen

Subject to Completion, dated October 1, 2020

Filed Pursuant to Rule 424(b)(5) File No. 333-248578 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to

Restated Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-39471) filed on September 30, 2020).

Exhibit 3.1 RESTATED BY-LAWS OF HERITAGE GLOBAL INC. (AS AMENDED THROUGH SEPTEMBER 29, 2020) ARTICLE I - OFFICERS The principal office of the corporation shall be at 12625 High Bluff Drive, Suite 305, San Diego, CA 92130, or at such other place as the Board of Directors may from time to time direct. ARTICLE II - MEETINGS OF STOCKHOLDERS SECTION 1.ANNUAL MEETINGS. The annual meeting of the stockhol

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2020 (September 29, 2020) HERITAGE GLOBAL INC.

Employment Agreement, by and between Heritage Global, Inc. and Kirk Dove, effective as of September 17, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 21, 2020 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of September 17, 2020 (“Effective Date”) by and between Heritage Global Inc., a Florida corporation (the “Company”), and Kirk Dove (“Employee”). Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Employee is employed by Company pu

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 21, 2020 (September 17, 2020) HERITAGE GLOBAL INC.

Amendment to Stock Option Award, by and between Heritage Global, Inc. and Kirk Dove, effective as of September 20, 2020 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 21, 2020 (File No. 001-39471), and incorporated herein by reference).

Exhibit 10.2 AMENDMENT TO STOCK OPTION AWARD This Amendment (“Amendment”) to the Stock Option Award (“Agreement”) granted on December 9, 2016, by and between Heritage Global Inc. (“Company”) and Kirk Dove (“Optionee”), is made as of September 20, 2020, by and among the Company and the Optionee. R E C I T A L S WHEREAS, the Optionee was granted an option to purchase shares of the Company’s common s

HERITAGE GLOBAL INC. ANNOUNCES EXECUTIVE PROMOTIONS

Exhibit 99.1 HERITAGE GLOBAL INC. ANNOUNCES EXECUTIVE PROMOTIONS SAN DIEGO, California (September 21, 2020) – Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HGI” or “the Company”), an asset services company specializing in financial and industrial assets, today announced key senior executive promotions in the Company’s Financial Assets and Industrial Assets divisions. More specifically,

-

Heritage Global Inc. 12625 High Bluff Drive, Suite 305 San Diego, California 92130 September 14, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, NE Washington, D.C. 20549 Attention:Daniel Morris Re:Heritage Global Inc. Registration Statement on Form S-3 File No. 333-248578 Acceleration Request Requested Date:

Form of Indenture.

Exhibit 4.7 HERITAGE GLOBAL INC. AND , TRUSTEE INDENTURE DATED AS OF , 2020 DEBT SECURITIES HERITAGE GLOBAL INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2020 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) Not Applica

- S-3

As filed with the Securities and Exchange Commission on September 3, 2020 Registration No.

Specimen Stock Certificate evidencing the shares of Common Stock

Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA NUMBER HG 0320 HERITAGEGLOBAL INC. SHARES COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 42727E 10 3 THIS CERTIFIES THAT SPECIMEN IS THE REGISTERED HOLDER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, FULLY OAID AND NON-ASSESSABLE OF HERITAGE GLOBAL INC. transferable on the books of the Corporation by the holder hereof

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HERITAGE GLOBAL INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA 59-2291344 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 12625 High Bluff Driv

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global Inc. (E

Regulation FD Disclosure, 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, DC 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 4, 2020 (June 2, 2020) HERITAGE GLOBAL INC.

Forward-Looking Statements This communication includes forward-looking statements based on our current expectations and projections about future events. For these statements, Heritage Global Inc. (the “Company”) claims the protection of the safe harb

Investor Presentation May 2020 Acquisition/disposition/valuation/lending services for surplus and distressed assets Exhibit 99.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global Inc. (

JOINT FILING UNDERTAKING

EX-A EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

HGBL / Heritage Global Inc. / Topline Capital Partners, Lp - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Heritage Global, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42727E103 (CUSIP Number) May 5, 2020 (Date of Event Which Requires Filing of Statement) Check the appropriate box to designate the rule pursuant to which this S

Forward-Looking Statements This communication includes forward-looking statements based on our current expectations and projections about future events. For these statements, Heritage Global Inc. (the “Company”) claims the protection of the safe harb

Investor Presentation March 2020 Acquisition/disposition/valuation/lending services for surplus and distressed assets Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 25, 2020 HERITAGE GLOBAL INC.

Description of Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Heritage Global Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. In this Exhibit 4.2, when we refer to the “Company,” “we,” “us” or “our” or when we otherwise refer

Amended and Restated Articles of Incorporation (restated for filing purposes only) (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 9, 2020 (File No. 000-17973), and incorporated herein by reference).

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF Heritage Global Inc. ARTICLE I NAME The name of this corporation is “Heritage Global Inc.” ARTICLE II PURPOSES This corporation may engage in any activity or business permitted under the laws of the United States of America and of this State. ARTICLE III CAPITAL STOCK The maximum number of shares at stock which this corporation is autho

List of subsidiaries.

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

HGBL / Heritage Global Inc. 10-K - Annual Report - 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 Commission File No. 0-17973 HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-2291344 (State or Other Jurisdiction of Incorporation or Organization) (

Business Loan Agreement by and between Heritage Global Inc. and C3bank, National Association, effective as of February 5, 2020 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 14, 2020 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.2 BUSINESS LOAN AGREEMENT Principal $5,000,000.00 Loan Date 02-05-2020 Maturity 02-05-2021 Loan No 12448 Call / Coll Account Officer Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Heritage Global

Promissory Note by and between Heritage Global Inc. and C3bank, National Association, effective as of February 5, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2020 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.1 PROMISSORY NOTE Principal $5,000,000.00 Loan Date 02-05-2020 Maturity 02-05-2021 Loan No 12448 Call / Coll Account Officer Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Heritage Global Inc. 126

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 14, 2020 (February 10, 2020) HERITAGE GLOBAL INC.

Commercial Security Agreement by and between Heritage Global Inc. and C3bank, National Association, effective as of February 5, 2020 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 14, 2020 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.3 COMMERCIAL SECURITY AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $5,000,000.00 02-05-2020 02-05-2021 12448 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Heritage G

JOINT FILING UNDERTAKING

EX-A EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

HGBL / Heritage Global Inc. / Topline Capital Partners, Lp - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Heritage Global, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42727E103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of Statement) Check the appropriate box to designate the rule pursuant to which

Amendment to Employment Agreement by and between Equity Partners HG LLC f/k/a Equity Partners CRB, LLC and Kenneth Mann, effective as of September 13, 2019 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2019 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.1 Amendment to Employment Agreement This Amendment to Employment Agreement (“Amendment”) is effective as of September 13, 2019 between Equity Partners HG LLC f/k/a Equity Partners CRB, LLC (“Company”) and Kenneth Mann (“Executive”). Company and Executive are party to an Employment Agreement dated March 10, 2011 (the “Agreement”). Company and Executive desire for Executive’s employment t

HGBL / Heritage Global Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global In

HGBL / Heritage Global Inc. / Topline Capital Partners, Lp - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Heritage Global, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42727E103 (CUSIP Number) January 11, 2019 (Date of Event Which Requires Filing of Statement) Check the appropriate box to designate the rule pursuant to which t

JOINT FILING UNDERTAKING

EX-A EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

HERITAGE GLOBAL INC. TO REALIGN MIDDLE MARKET M&A ADVISORY SERVICES BUSINESS TO INCREASE EFFICIENCIES

Exhibit 99.1 HERITAGE GLOBAL INC. TO REALIGN MIDDLE MARKET M&A ADVISORY SERVICES BUSINESS TO INCREASE EFFICIENCIES SAN DIEGO, California (September 18, 2019) – Heritage Global Inc. (OTCQB: HGBL, CSE: HGP) (“Heritage Global,” “HGI” or “the Company”), a diversified financial services company providing asset-based acquisition, disposition, valuation, and lending services, today announced a strategic

Regulation FD Disclosure, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 18, 2019 (September 13, 2019) HERITAGE GLOBAL INC.

HGBL / Heritage Global Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global Inc. (E

HGBL / Heritage Global Inc. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global Inc. (

Change in Terms Agreement by and between Heritage Global Inc. and First Choice Bank, effective as of March 29, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2019 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.1 CHANGE IN TERMS AGREEMENT PrincipalLoan DateMaturityLoan NoCall / CollAccountOfficerInitials $3,000,000.0003-29-201904-05-2020213334A00 JAK References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Heritage Global

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 2019 (March 29, 2019) HERITAGE GLOBAL INC.

First Amendment to Business Loan Agreement by and between Heritage Global Inc. and First Choice Bank, effective as of March 29, 2019 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2019 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.2 FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT PrincipalLoan DateMaturityLoan NoCall / CollAccountOfficerInitials $3,000,000.0003-29-201904-05-2020213334A00 JAK References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower:

Warrant Agreement by and between Heritage Global Inc. and Napier Park Industrial Asset Acquisition, LP, effective as of March 19, 2019 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 25, 2019 (File No. 000-17973), and incorporated herein by reference).

EXECUTION VERSION Exhibit 4.1 THIS AGREEMENT AND THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION FROM REGISTRATION. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this

Unregistered Sales of Equity Securities, 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 25, 2019 (March 19, 2019) HERITAGE GLOBAL INC. (Exact name of registrant as specified in its charter) Florida 0-17973 59-2291344 (State or other jurisdiction of incorporation) (

List of subsidiaries. (filed herewith)

EX-21 2 hgbl-ex217.htm EX-21 Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc. Delaware C2 Investments Inc. Delaware I-Link Systems Inc. Utah Mibridge Inc. Utah Heritage Global LLC Delaware Equity Partners HG LLC Delaware Heritage Global Partners, Inc. California Heritage Global Partners UK Limited N/A Heritage Global Partners German

HGBL / Heritage Global Inc. 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, 2018 Commission File No. 0-17973 HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-2291344 (State or Other Jurisdiction of Incorporation or Organization) (

HGBL / Heritage Global Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 to Commission file number: 0-17973 Heritage Global In

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 3, 2018 (September 27, 2018) HERITAGE GLOBAL INC.

Secured Promissory Note by and between Heritage Global Inc. and First Choice Bank, effective as of September 27, 2018 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 3, 2018 (File No. 000-17973), and incorporated herein by reference).

Exhibit 10.2 PROMISSORY NOTE Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $1,500,000.00 09-27-2018 10-05-2019 21333 4A00 MH JK References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Heritage Glob

HGBL / Heritage Global Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global Inc. (E

HGBL / Heritage Global Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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 Commission file number: 0-17973 Heritage Global Inc. (

Addendum to Employment Agreements, effective June 1, 2018, by and between Heritage Global Inc., National Loan Exchange, Inc., Tom Ludwig and David Ludwig.

Exhibit 10.1 ADDENDUM This Addendum (this “Addendum”) is entered into as of June 1, 2018 (the “Effective Date”), by and among Heritage Global Inc. a Florida corporation (“Heritage Global”), National Loan Exchange, Inc., an Illinois corporation (“NLEX”), Dave Ludwig (“President”), and Tom Ludwig (“General Counsel”, and together with President, “Executives”). NLEX and each Executive is party to an E

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

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 AND EXCHANGE ACT OF 1934 April 24, 2018 (April 18, 2018) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdiction of Incorporation or Organization) 0

Form of Option Grant for Options Granted Under Heritage Global Inc. 2016 Stock Option Plan. (filed herewith)

Exhibit 10.26 Heritage Global Inc. 2016 Stock Option Plan Stock Option Award Name: Address: Heritage Global, Inc. [Address] [City, State ZIP] Grant: Option to purchase shares of Common Stock Incentive Stock Option Non-Qualified Stock Option Exercise Price: $ per share Date of Grant: Dear : Pursuant to Heritage Global Inc.’s (the “Company’s”) 2016 Stock Option Plan (the “Plan”), the Board has now g

HGBL / Heritage Global Inc. 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 No. 0-17973 HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-2291344 (State or Other Jurisdiction of Incorporation or Organization) (

2016 Stock Option Plan. (filed herewith)

Exhibit 10.27 HERITAGE GLOBAL INC. 2016 STOCK OPTION PLAN TABLE OF CONTENTS SECTION 1. PURPOSE 1 SECTION 2. Definitions 1 2.1. “Affiliate” 1 2.2. “Award” 1 2.3. “Award Agreement” 1 2.4. “Board of Directors” or “Board” 1 2.5. “Change in Control” 1 2.6. “Code” 2 2.7. “Committee” 2 2.8. “Common Stock” 2 2.9. “Employee” 2 2.10. “Exchange Act” 2 2.11. “Fair Market Value” 2 2.12. “ISO” 2 2.13. “Non-Qual

List of subsidiaries. (filed herewith)

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 hgbl-8k20180130.htm 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 AND EXCHANGE ACT OF 1934 February 5, 2018 (January 30, 2018) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdiction o

HGBL / Heritage Global Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ 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: 0-17973 Heritage Global In

HGBL / Heritage Global Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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: 0-17973 Heritage Global Inc. (E

Heritage Global HGBL-10Q-20170331 (Quarterly Report)

10-Q 1 hgbl-10q20170331.htm HGBL-10Q-20170331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

Heritage Global FORM 10-K (Annual Report)

hgbl-10k20161231.htm 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, 2016 Commission File No. 0-17973 HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-2291344 (State or Other Jurisdiction of Incorporati

List of Subsidiaries of the Registrant

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

HERITAGE GLOBAL INC. 2016 STOCK OPTION PLAN TABLE OF CONTENTS

Exhibit 10.30 HERITAGE GLOBAL INC. 2016 STOCK OPTION PLAN TABLE OF CONTENTS SECTION 1. PURPOSE 1 SECTION 2. Definitions 1 2.1. “Affiliate” 1 2.2. “Award” 1 2.3. “Award Agreement” 1 2.4. “Board of Directors” or “Board” 1 2.5. “Change in Control” 1 2.6. “Code” 2 2.7. “Committee” 2 2.8. “Common Stock” 2 2.9. “Employee” 2 2.10. “Exchange Act” 2 2.11. “Fair Market Value” 2 2.12. “ISO” 2 2.13. “Non-Qual

Heritage Global Inc. 2016 Stock Option Plan Stock Option Award

Exhibit 10.29 Heritage Global Inc. 2016 Stock Option Plan Stock Option Award Name: Address: Heritage Global, Inc. [Address] [City, State ZIP] Grant: Option to purchase shares of Common Stock Incentive Stock Option Non-Qualified Stock Option Exercise Price: $ per share Date of Grant: Dear : Pursuant to Heritage Global Inc.’s (the “Company’s”) 2016 Stock Option Plan (the “Plan”), the Board has now g

HGBL / Heritage Global Inc. / SILBER ALLAN C - SC 13D/A ALLAN SILBER Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42727E103 (CUSIP Number) Allan Silber c/o Street Capital Group, Inc. 1 Toronto St., Suite 700 Toronto, Ontario, Canada M5C 2V6 (416) 866-3000 (Name, Address and Telephone N

Heritage Global 8-K (Current Report/Significant Event)

hgbl-8k20161222.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 AND EXCHANGE ACT OF 1934 December 27, 2016 (December 22, 2016) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdiction of Incorp

Secured Promissory Note by and between Heritage Global Inc. and The Dove Holdings Corporations, effective as of December 23, 2016 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2016 (File No. 000-17973), and incorporated herein by reference).

hgbl-ex10125.htm Exhibit 10.1 SECURED PROMISSORY NOTE REVOLVING LINE OF CREDIT Principal Amount: up to $1,500,000 Date: December 23, 2016 Variable Interest Rate: For amounts at any time outstanding up to $1,000,000, a variable rate equal to 200 basis points above the variable interest rate applicable to Payee?s credit line with First Choice Bank. For amounts at any time outstanding in excess of $1

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

hgbl-8k20161209.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 AND EXCHANGE ACT OF 1934 December 13, 2016 (December 9, 2016) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdiction of Incorpo

Heritage Global S-8

hgbl-s820160914.htm As filed with the Securities and Exchange Commission on November 7, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Heritage Global Inc. (Exact name of registrant as specified in its charter) FLORIDA 59-2291344 (State or Other Jurisdiction of Incorporation or Orga

Heritage Global 10-Q (Quarterly Report)

hgbl-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 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: 0-179

Loan Agreement between Heritage Global Partners, Inc., the Dove Holdings Corporation, and Ross Dove, effective as of August 17, 2016. (16)

hgbl-ex10216.htm Exhibit 10.2 August 17, 2016 DEAL FINANCING MEMORANDUM Deal name: Sanofi-Aventis U.S. LLC Location: Kansas City, Missouri Description: Purchase for resale of entire personal property contents of a 690,000 SF pharmaceutical manufacturing facility, including but not necessarily limited to multiple production lines and specialized equipment, laboratory equipment, processing machinery

Heritage Global 8-K DOVE LOANS (Current Report/Significant Event)

hgbl-8k20160112.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 AND EXCHANGE ACT OF 1934 November 4, 2016 (January 12, 2016) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdiction of Incorpor

Loan Agreement between Heritage Global Partners, Inc. and the Zel Dove Trust UAD 10/31/2006, effective as of January 12, 2016. (16)

EX-10.1 2 hgbl-ex10117.htm EX-10.1 Exhibit 10.1 January 12, 2016 DEAL FINANCING MEMORANDUM Deal name: Doctor’s Medical Center Location: San Pablo, California Description: Purchase for resale of complete contents of a hospital, including but not necessarily limited to hospital beds, test & measurement equipment, x-ray equipment, radiology, instrumentation, facility support, and mechanics (collectiv

Submission of Matters to a Vote of Security Holders

8-K 1 hgbl-8k20160914.htm 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 AND EXCHANGE ACT OF 1934 September 15, 2016 (September 14, 2016) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdicti

Heritage Global DEFA14A

DEFA14A 1 hgbl-defa14a20160901.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File No. 0-17973 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Heritage Global 10-Q (Quarterly Report)

10-Q 1 hgbl-10q20160630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o 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

Heritage Global DEFINITIVE PROXY STATEMENT

hgbl-def14a20160914.htm SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 File No. 0-17973 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive A

Heritage Global 8-K (Current Report/Significant Event)

hgbl-8k20160705.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 AND EXCHANGE ACT OF 1934 July 8, 2016 (July 5, 2016) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (State or Other Jurisdiction of Incorporation or

Assignment of Purchase and Sale Agreement by International Auto Processing, Inc. to International Investments and Infrastructure, LLC, effective as of June 16, 2016. (14)

hgbl-ex102550.htm Exhibit 10.25 ASSIGNMENT OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT is made as of the 16th day of June, 2016, by INTERNATIONAL AUTO PROCESSING, INC., a Georgia corporation (?Assignor?), to INTERNATIONAL INVESTMENTS AND INFRASTRUCTURE, LLC, a Georgia limited liability company (?Assignee?). W I T N E S S E T H: WHEREAS, Assignor is the Purchaser under that certain Purchase and

Joint Filing Agreement

Exhibit A Joint Filing Agreement The undersigned each hereby agree and consent to the joint filing on their behalf of a Schedule 13D, including amendments thereto (as amended, the “Schedule 13D”) in connection with their beneficial ownership of shares of common stock of Heritage Global Inc.

HGBL / Heritage Global Inc. / DOVE ROSS - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Heritage Global Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42727E103 (CUSIP Number) Ross Dove c/o Heritage Global Inc. 12625 High Bluff Drive, Suite 305 San Diego, CA, 92130 (858) 847-0656 (Name, Address and Telephone Number of Pers

Heritage Global 10-Q (Quarterly Report)

hgbl-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o 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: 0-17973 H

Heritage Global 10-K (Annual Report)

hgbl-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File No. 0-17973 HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in Its Charter) Florida 59-2291344 (State or Other Jurisdiction of Incorporati

Stock option grant notice to Ross Dove effective February 29, 2012 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.9 COUNSEL RB CAPITAL INC. STOCK OPTION GRANT NOTICE Counsel RB Capital Inc. (the “Company hereby grants to the option holder set forth below an option to purchase the number of shares of the Company’s common stock as set forth below. The options are subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement (Attachment 1) and the Notice of Exercise

Employment Agreement between David Ludwig and National Loan Exchange, Inc. effective as of May 31, 2014 (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 31st day of May, 2014 (the “Effective Date”) by and between National Loan Exchange, Inc., an Illinois corporation (“Company”) and David Ludwig (“Executive”). Executive is skilled in business and financial matters as they relate to the business of purchasing and selling distressed financial assets and

Purchase and Sale Agreement between 737 Gerrard Road, LLC and International Auto Processing Inc., effective as of March 11, 2016. (13)

Exhibit 10.24 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of March 11, 2016 (the “Effective Date”), by and between 737 GERRARD ROAD, LLC, a Delaware limited liability company (“Seller”), and INTERNATIONAL AUTO PROCESSING INC., a Georgia Corporation (“Buyer”). Intending to be legally bound, the parties agree as follows: 1. Agreement to Sell

Second Renewed Note to the Promissory Note by and between Heritage Global Inc. and Harvey Frisch dated June 19, 2014, effective as of January 15, 2016 (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.17 SECOND RENEWED NOTE This Second Renewed Note (the “Note”) is made and effective the l5th day of January, 2016. BETWEEN: HERITAGE GLOBAL INC. (the “Promisor”), a corporation organized and existing under the laws of the State of Florida, AND: HARVEY FRlSCH (the “Holder”). RECITALS This Note is given as a renewal of a note for US$2,500,000 made by Promisor and dated the 19th day of June

Form of Option Grant for Options Granted Under 2003 Stock Option and Appreciation Rights Plan (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.3 HERITAGE GLOBAL INC. STOCK OPTION GRANT NOTICE UNDER THE 2003 STOCK OPTION AND APPRECIATION RIGHTS PLAN Heritage Global Inc. (the “Company”), pursuant to its 2003 Stock Option and Appreciation Rights Plan (the “Plan”), hereby grants to the option holder set forth below an option to purchase the number of shares of the Company’s common stock as set forth below. The options are subject

Articles of Amendment to the Amended and Restated Articles of Incorporation. (13)

Exhibit 3.2(iv) ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COUNSEL RB CAPITAL INC. Pursuant to the Amended and Restated Articles of Incorporation of Counsel RB Capital Inc. (the “Corporation”) as amended (the “Articles of Incorporation”) and the provisions of Section 607.1003 of the Florida Business Corporation Act (the “Act”), the Board of Directors recommended

Employment Agreement between Kirk Dove and Heritage Global Partners, Inc. effective as of February 29, 2012. (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 29th day of February, 2012 (the “Effective Date”) by and between Heritage Global Partners, Inc. (the “Company”) and Kirk Dove (“Executive”). Executive is skilled in business and financial matters as they relate to the capital asset auction and asset valuation business. The parties hereto believe that

Renewed Note to the Promissory Note by and between Heritage Global Inc. and Harvey Frisch dated June 19, 2014, effective as of December 31, 2014 (filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.16 RENEWED NOTE This Renewed Note (the “Note”) is made and effective the 31ST day of December, 2014, BETWEEN: HERITAGE GLOBAL INC. (the “Promisor”), a corporation organized and existing under the laws of the State of Florida, AND: HARVEY FRISCH (the “Holder), RECITALS This Note is given as a renewal of a note for US$2,500,000.00 made by Promisor to Holder and dated the 19th day of June,

List of Subsidiaries of the Registrant

Exhibit 21 List of Subsidiaries of the Registrant Name State of Incorporation C2 Communications Technologies, Inc.

Employment Agreement between Ross Dove and Heritage Global Partners, Inc. effective as of February 29, 2012 (filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 29th day of February, 2012 (the “Effective Date”) by and between Heritage Global Partners, Inc. (the “Company”) and Ross Dove (“Executive”). Executive is skilled in business and financial matters as they relate to the capital asset auction and asset valuation business. The parties hereto believe that

Promissory Note by and between Heritage Global Inc. and Harvey Frisch, effective as of June 19, 2014 (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.15 PROMISSORY NOTE US$2,500,000.00 Due: January 15, 2015 FOR VALUE RECEIVED, the undersigned Heritage Global Inc. (the “Promisor) acknowledges itself indebted to and unconditionally promises to pay on January 15, 2015 to or to the order of HARVEY FRISCH (the “Holder”) the amount of Two Million Five Hundred Thousand Dollars in lawful money of the United States of America (US$2,500,000.00

Stock option grant notice to Kirk Dove effective February 29, 2012 (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference).

Exhibit 10.10 COUNSEL RB CAPITAL INC. STOCK OPTION GRANT NOTICE Counsel RB Capital Inc. (the “Company hereby grants to the option holder set forth below an option to purchase the number of shares of the Company’s common stock as set forth below. The options are subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement (Attachment 1) and the Notice of Exercise

Employment Agreement between Scott A. West and Heritage Global Partners, Inc. effective as of March 6, 2014 (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.22 March 6, 2014 Mr. Scott A. West [email protected] Re: Offer of Employment Dear Scott: I am pleased to confirm our offer to you of full-time employment with Heritage Global Partners, Inc. ("HGP") in the position of Chief Financial Officer. You will report to Kirk Dove, Managing Partner of HGP as well as to the Chairman of the Board of Heritage Global, Inc., HGP's parent company, an

Employment Agreement between James Sklar and Heritage Global Partners, Inc. effective as of June 23, 2013 (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference)

Exhibit 10.21 June 13, 2013 James Sklar 5142 Whispering Oak Lane West Bloomfield, Michigan 48322 Re: Offer of Employment by Heritage Global Partners, Inc. Dear Jim: I am pleased to confirm our offer to you of full-time employment with Heritage Global Partners, Inc. (“HGP”) in the position of Executive Vice President and General Counsel. You will report to the Managing Partner(s) of HGP and shall p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 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: 0-17973 Heritage Globa

Termination of a Material Definitive Agreement

Heritage Global Inc.: Form 8-K - Filed by newsfilecorp.com 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 AND EXCHANGE ACT OF 1934 September 1, 2015 (August 31, 2015) Date of report (Date of earliest event reported) HERITAGE GLOBAL INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA (