FG Nexus Inc. — Capital/Financing Update 2021

Dec 2, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 29, 2021

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FG FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-36366	46-1119100
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

360 Central Ave Suite 800 , St. Petersburg , Florida 33701

(Address of principal executive offices, including Zip Code)

(727) 304-5666

(Registrant’s telephone number, including area code)

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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. ☐

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Item 8.01 Other Events.

On November 29, 2021, the registrant completed its previously announced rights offering, which commenced with the distribution, on October 29, 2021, with respect to each share of the registrant’s common stock, to holders of record of the registrant’s common stock, as of October 25, 2021, of one non-transferable subscription right to purchase 0.15 share of common stock, at a price of $4.00 per whole share.

A maximum of 757,720 shares of common stock were issuable pursuant to the rights, of which 691,735 were subscribed for, for total gross proceeds to the registrant of $2,766,940.

Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, was the subscription agent for the rights offering.

This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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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. — By: | /s/
Brian D. Bottjer |
| --- | --- |
| Name: | Brian
D. Bottjer |
| Title: | Chief
Accounting Officer |

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