Current Report Filing (8-k)
November 03 2022 - 5:10PM
Edgar (US Regulatory)
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2022-11-03
2022-11-03
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2022-11-03
2022-11-03
0001591890
FGF:Sec8.00CumulativePreferredStockSeries25.00ParValuePerShareMember
2022-11-03
2022-11-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 3, 2022
FG
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
360
Central Avenue, Suite 800, St. Petersburg, FL 33701
(Address
of principal executive offices, including Zip Code)
847-773-1665
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
FGF |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share |
|
FGFPP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into Material Definitive Agreement
On
November 3, 2022,
FG Financial Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity
LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares
(the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an
aggregate offering price of up to $2,575,976,
subject to the terms and conditions of the Sales Agreement. The Company will file
a prospectus supplement to its registration statement on Form S-3 (File No. 333-253285) offering the Shares.
Under
the Sales Agreement, the Sales Agent may sell the Shares in sales deemed to be an “at-the-market offering” as defined in
Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly
on or through The Nasdaq Global Market or any other existing trading market for the Common Stock, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law.
The Company may instruct the Sales Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the
Company from time to time.
The
Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering pursuant to the Sales Agreement will
terminate upon the earlier of (i) the sale of all of the Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement
as permitted therein. The Company may terminate the Sales Agreement in its sole discretion at any time by giving ten days’ prior
notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement
and in its sole discretion at any time by giving ten days’ prior notice to the Company.
The
Company will pay the Sales Agent a fixed commission rate of 3.0% of the aggregate gross proceeds from the sale of the Shares pursuant
to the Sales Agreement and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company
also agreed to reimburse the Sales Agent the fees and expenses of the Sales Agent including but not limited to the fees and expenses
of the counsel to the Sales Agent, payable upon the execution of the Sales Agreement, in an amount not to exceed $50,000. In addition,
the Company will reimburse the Sales Agent upon request for such costs, fees and expenses incurred in connection with the Sales Agreement
in an amount not to exceed $7,500 on a quarterly basis for the first three quarters of each year and $10,000 for the fourth quarter of
each year.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement,
a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Loeb & Loeb LLP, the Company’s
counsel, regarding the legality of the Shares that may be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein,
nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FG
FINANCIAL GROUP, INC. |
|
|
Date:
November 3, 2022 |
By: |
/s/
Hassan R. Baqar |
|
Name: |
Hassan
R. Baqar |
|
Title: |
Executive
Vice President and Chief Financial Officer |
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