Current Report Filing (8-k)
December 09 2022 - 4:17PM
Edgar (US Regulatory)
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2022-12-09
2022-12-09
0001591890
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2022-12-09
2022-12-09
0001591890
FGF:Sec8.00CumulativePreferredStockSeries25.00ParValuePerShareMember
2022-12-09
2022-12-09
iso4217:USD
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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 9, 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
3.03. Material Modifications to Rights of Security Holders.
Effective
at 5:01 p.m. ET on December 9, 2022, FG Financial Group, Inc. (the “Company”) completed its reincorporation from a
Delaware corporation to a Nevada corporation (the “Reincorporation”). As of December 9, 2022, the rights of the Company’s
stockholders began to be governed by the Nevada corporation laws, the Nevada Articles of Incorporation and the Nevada Bylaws.
Copies
of the Delaware Certificate of Merger and the Nevada Articles of Merger as filed with the Delaware Secretary of State and the Nevada
Secretary of State, as applicable, are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
A copy of the Company’s Articles of Incorporation as filed with the Nevada Secretary of State
is attached hereto as Exhibit 3.3, and the Company’s newly adopted Bylaws as a Nevada corporation are attached hereto as Exhibit
3.4, and both such exhibits are incorporated herein by reference.
The
Reincorporation was approved by the Company’s stockholders at the Company’s annual meeting held on December 6, 2022 (the
“Special Meeting”). A description of the changes in the rights of stockholders as a
result of the change in the state of incorporation and the adoption of the Company’s Articles of Incorporation and Bylaws can be
found in the section of Company’s definitive proxy statement for the Special Meeting captioned “PROPOSAL NO. 1 – ADOPTION
AND APPROVAL OF THE PLAN OF MERGER PURSUANT TO WHICH THE COMPANY WILL BE REINCORPORATED FROM DELAWARE TO NEVADA” filed with the
Securities and Exchange Commission on October 31, 2022, which description is incorporated herein by reference.
Other
than the change in the state of incorporation, the Reincorporation did not result in any change in the business, physical location, management,
assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s employees, including
the Company’s management.
The
Reincorporation did not alter any stockholder’s percentage ownership interest or number of shares owned in the Company and the
Company’s common stock continues to be quoted on the Nasdaq Global Market under the same symbol “FGF” and the 8.00%
Cumulative Preferred Stock, Series A of the Company continues to be quoted on the Nasdaq Global Market under the same symbol, “FGFPP”.
The stockholders need not exchange existing stock certificates for stock certificates of the Nevada corporation.
Item
5.03. Amendments to Articles of Incorporation or Bylaws
The
information included in Item 3.03 to this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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:
December 9, 2022 |
By: |
/s/
Hassan R. Baqar |
| |
Name: |
Hassan
R. Baqar |
| |
Title: |
Chief
Financial Officer |
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