Current Report Filing (8-k)
2023年5月25日 - 7:04PM
Edgar (US Regulatory)
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2023-05-24
2023-05-24
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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): May 24, 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)
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
8.01 Other Events.
On
May 24, 2023, FG Merger Corp. (“FG Merger”), one of the companies in FG Financial Group, Inc.’s (the “Company”)
SPAC Platform announced that it had determined to cancel the special meeting of stockholders, scheduled for May 26, 2023, at 10:00 a.m.
Eastern Time (the “Special Meeting”), which was called for the purpose of considering proposals to approve, among other things,
the Merger Agreement and Plan of Reorganization, dated as of January 5, 2023 by and among the FG Merger, FG Merger Sub Inc. and iCoreConnect
Inc. FG Merger announced that it would announce the date of the rescheduled Special Meeting once the date is determined.
On
May 24, 2023, FG Merger received notice from its sponsor, FG Merger Investors LLC (the “Sponsor”), requesting that FG Merger
extend (the “Extension”) the time available to FG Merger to consummate its initial business combination from June 1, 2023
to September 1, 2023, in accordance with the terms of FG Merger’s Amended and Restated Certificate of Incorporation. The Extension
would provide FG Merger with additional time to complete its proposed business combination with iCoreConnect Inc.
In
connection with the Extension and prior to June 1, 2023, the Sponsor or its affiliates or designees must deposit the amount of $805,000
into the trust account that was established for the benefit of FG Merger’s public stockholders in connection with FG Merger’s
initial public offering.
In
the aggregate, the Company’s indirect exposure to FG Merger represents potential beneficial ownership of approximately 820,000
shares of FG Merger’s common stock, approximately 989,000 warrants with an $11.50 exercise price and 5-year expiration, and approximately
85,000 warrants with a $15.00 exercise price and 10-year expiration. The Company has invested approximately $2.6 million in FG Merger.
In addition, the Company may invest up to $805,000 in a promissory note in connection with the Extension of the business combination
period of FG Merger.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit |
|
Description |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 25, 2023 |
By: |
/s/
Hassan R. Baqar |
|
Name: |
Hassan
R. Baqar |
|
Title: |
Chief
Financial Officer & Executive Vice President |
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