Current Report Filing (8-k)
May 17 2023 - 3:02PM
Edgar (US Regulatory)
0001591890
false
0001591890
2023-05-16
2023-05-16
0001591890
dei:FormerAddressMember
2023-05-16
2023-05-16
0001591890
FGF:CommonStock0.001ParValuePerShareMember
2023-05-16
2023-05-16
0001591890
FGF:Sec8.00CumulativePreferredStockSeries25.00ParValuePerShareMember
2023-05-16
2023-05-16
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): May 16, 2023
FG
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
104
S. Walnut Street, Unit 1A, Itasca, IL 60143
(Address
of principal executive offices, including Zip Code)
(847)
773-1665
(Registrant’s
telephone number, including area code)
360
Central Avenue, Suite 800, St. Petersburg, FL 33701
(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
5.02. |
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
FG
Financial Group, Inc. (the “Company”) reports that its amendment of the Company’s 2021 Equity Incentive Plan (the “Plan
Amendment”) and its 2023 Employee Share Purchase Plan (the “ESPP” and together with the Plan Amendment, the “Plans”)
became effective as of May 16, 2023, following approval by the Company’s stockholders. The Board of Directors of the Company (the
“Board”) approved the Plans unanimously on March 24, 2023. On March 24, 2023, the holder of a majority of the issued and
outstanding common stock (the “Common Stock”) of the Company approved by written consent the Plans in lieu of a meeting of
stockholders.
The
Company’s 2021 Equity Incentive Plan seeks to attract and retain key personnel, and to strengthen the commitment of the Company’s
directors, officers, employees, consultants and advisors by making available equity interests in the Company or compensation measured
by reference to the Company’s performance. The Plan Amendment provides for an increase of the number of shares of Common Stock
available for awards under the 2021 Equity Incentive Plan from 1,500,000 to 2,000,000 shares.
The
ESPP provides eligible employees (as such term is defined in the ESPP) with an opportunity to purchase Common Stock at a discount through
voluntary contributions and is intended to qualify as an employee Share Purchase Plan under Section 423 of the U.S. Internal Revenue
Code of 1986, as amended. A total of 1,000,000 shares of Common Stock have been made available for issuance under the ESPP.
A
more detailed description of the Plan Amendment was set forth in the Company’s Information Statement on Schedule 14C filed with
the Securities and Exchange Commission on April 20, 2023 (the “Information Statement”) under the heading “Approval
of the Plan Amendment” and is incorporated herein by reference. A more detailed description of the ESPP was set forth in the Information
Statement under the heading “Approval of the FG Financial Group, Inc. 2023 Employee Share Purchase Plan” and is incorporated
herein by reference.
The
foregoing summaries of the Plans are not intended to be complete and are qualified in their entirety by reference to the full text of
the Plan Amendment and the ESPP, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein
by reference.
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:
May 17, 2023 |
By: |
/s/ Hassan
R. Baqar |
|
Name: |
Hassan R. Baqar |
|
Title: |
Chief Financial Officer |
1347 Property Insurance (NASDAQ:PIHPP)
Historical Stock Chart
From May 2024 to Jun 2024
1347 Property Insurance (NASDAQ:PIHPP)
Historical Stock Chart
From Jun 2023 to Jun 2024