FG Nexus Inc. — Capital/Financing Update 2021

Oct 26, 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): October 25, 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 Avenue , Suite 800 , St. Petersburg , FL 33701

(Address of principal executive offices, including Zip Code)

(727) 304-5666

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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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 1.01 Entry into a Material Definitive Agreement

On October 25, 2021, FG Financial Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC, as representative of the underwriters named therein (the “Underwriters”), which provided for the issuance and sale by the Company and the purchase by the Underwriters, in a firm commitment underwritten public offering (the “Offering”), of 652,174 shares of the Company’s common stock. Subject to the terms and conditions contained in the Underwriting Agreement, the shares are being offered at a public offering price of $4.00 per share, less certain underwriting commissions. The Company also granted the underwriters a 45-day option to purchase up to 97,826 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering.

The Offering is being made pursuant to the Company’s registration statement on Form S-1 (File No. 333-258457), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 25, 2021 under the Securities Act of 1933, as amended. A final prospectus describing the terms of the Offering was filed with the SEC on October 26, 2021 and is available on the SEC’s website located at http://www.sec.gov.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, all of the Company’s executive officers and directors agreed not to sell or transfer any securities of the Company held by them for a period of three (3) months from the date of the Underwriting Agreement, subject to limited exceptions.

A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of such exhibit. A copy of the opinion of Loeb & Loeb LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

Item 8.01 Other Information

On October 25, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit	Description
1.1	Underwriting Agreement, dated October 25, 2021, by and between FG Financial Group, Inc. and ThinkEquity LLC
5.1	Opinion of Loeb & Loeb LLP
23.1	Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
99.1	Press Release issued by the Company on October 25, 2021
104	Cover
Page Interactive Data File (embedded within the Inline XBRL document)

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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: | Senior
Vice President and Chief Accounting Officer |

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