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Item 8.01 Other Events.
On October 13, 2021, the board of directors of FG Financial Group, Inc. (the “Company”) declared a distribution, with respect to each share of the Company’s common stock, of one non-transferable subscription right to purchase 0.15 share of common stock (the “Rights Offering”), at a price to be determined on or around the record date for the distribution. The Company expects to distribute the rights on October 29, 2021, to holders of Common Stock at the close of business on October 25, 2021 and that the rights will expire November 29, 2021. Fractional shares will not be issued; subscription rights will be rounded down to the nearest whole number of shares.
A Registration Statement on Form S-1 (File no. 333-260045) relating to the planned Rights Offering has been filed with the Securities and Exchange Commission (the “SEC”), but has not yet become effective. The Company intends to make the planned Rights Offering pursuant to the registration statement and a final prospectus to be filed with the SEC as soon as practicable following the Record Date. The securities may not be sold, nor may offers to buy be accepted, before the registration statement becomes effective. The information herein, including the expected timing and terms of the planned Rights Offering, is not complete and is subject to change. The Company reserves the right to cancel or terminate the planned Rights Offering, subject to certain conditions, at any time.
The subscription agent for the offering will be Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
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.
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: October 15, 2021 | By: | /s/ Brian D. Bottjer |
| Name: | Brian D. Bottjer | |
| Title: | Chief Accounting Officer | |