8-K

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

Dateof Report (Date of earliest event reported): August 2, 2022

FG

FINANCIAL GROUP, INC.

(Exactname of registrant as specified in its charter)

360Central Avenue, Suite 800, St. Petersburg, FL 33701

(Addressof principal executive offices, including Zip Code)

(847)791-6817

(Registrant’stelephone number, including area code)

Not

Applicable

(Formername 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

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item8.01 Other Events

As previously disclosed, on June 21, 2022, FG Financial Group, Inc. (the “Company”) consummated an underwritten public offering (the “Offering”) of 2,750,000 shares of its common stock, for a price of $1.58 per share, less certain underwriting discounts and commissions. Pursuant to an Underwriting Agreement, dated as of June 15, 2022 (the “Underwriting Agreement”), between the Company and ThinkEquity LLC, as representative of the underwriters named therein (collectively, the “Underwriters”), the Company granted the Underwriters a 45-day option to purchase up to 412,500 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering.

Subsequently, the Underwriters exercised the over-allotment option in part, and on August 2, 2022, the Company closed on the sale of an additional 71,770 shares of common stock, for a price of $1.58 per share, less a 7% underwriting commission. The exercise of the over-allotment option brings the total number of shares of common stock sold by the Company in connection with the Offering to 2,821,770 shares and the total net proceeds received in connection with the Offering to approximately $3.89 million, after deducting underwriting discounts and estimated offering expenses.

The Offering is being made pursuant to the Company’s registration statement on Form S-1 (File No. 333-264735), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 15, 2022. A final prospectus describing the terms of the Offering was filed with the SEC on June 17, 2022 and is available on the SEC’s website located at http://www.sec.gov.

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.