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

Date of Report (Date of earliest event reported): August 23, 2022

HG Holdings, Inc.

(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):

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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 August 22, 2022, Omega National Title Agency, LLC (“Omega”) (a subsidiary of HG Holdings, Inc.) announced, via press release, the acquisition of the assets of six additional branch offices for its title & escrow service agencies. This acquisition allows Omega to expand its geographic footprint in Florida to include Northwest and Southeast regions of the state. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01             Financial Statements and Exhibits.

(d)             Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_415507.htm

Exhibit 99.1

HG Holdings, Inc.

2115 E. 7^th^ Street, Suite 101

Charlotte, NC 28204

HG HOLDINGS, INC. & SUBSIDIARIES ANNOUNCES TRANSACTION TO ACQUIRE THE ASSETS OF SIX BRANCH TITLE INSURANCE AGENGIES FROM OMEGA TITLE OF FLORIDA, LLC

Charlotte, North Carolina, August 22, 2022 /BUSINESSWIRE/ - Omega National Title Agency, LLC (“Omega”), a wholly owned subsidiary of HG Holdings, Inc. (OTCQB: STLY), is pleased to announce the acquisition of the assets of six branch offices of Omega Title of Florida (“OTF”). With the completion of this acquisition, Omega currently has 18 branch office locations throughout the Florida market.

Justin Edenfield, Principal Financial and Accounting Officer of HG Holdings, Inc. commented, “This acquisition allows us to leverage what each company does best to fulfill our goals for growth into other geographic areas of Florida. Mike Stiber, President of OTF, brings a lifetime of knowledge and experience leading teams in the field and has built an organization that ensures every customer has a positive and professional closing experience.”

Effective immediately, Mike Stiber is assuming the role of President of Title Operations for Omega, focused on the daily operations and growth of all title agencies of Omega.

With the completion of this acquisition, Omega expands its operations to seventeen (17) residential and commercial title insurance agencies throughout Florida. Each office is fully staffed with dedicated full-time employees ready to assist realtors, sellers, buyers, and mortgage professionals with all aspects of the closing and escrow process. Omega currently has offices in Boca Raton, Cape Coral, Ft. Lauderdale, Ft. Myers, Gulf Breeze, Jacksonville, Melbourne, Naples (2), Orlando (4), Panama City, Panama City Beach, Pembrooke Pines, Port Charlotte, and Stuart. Omega will continue to look for opportunities to grow, in their existing markets while strategically expanding the Omega footprint into other Florida market areas.

About the Company

HG Holdings, Inc. (the “Company”), through its interests in National Consumer Title Insurance Company (“NCTIC”) and Omega, engages in issuing title insurance policies through NCTIC and title agency services through Omega.

The Company through an affiliated investment in HC Government Realty Trust, Inc. (“HC Realty”), owns and operates real estate properties in the United States. HC Realty owns and operates a portfolio of 24 single-tenant properties leased for the occupancy by federal agencies, including the Federal Bureau of Investigation, the Drug Enforcement Administration, the Social Security Administration, and the Department of Transportation.

The Company was formerly known as Stanley Furniture Company, Inc. and changed its name to HG Holdings, Inc. in March 2018. HG Holdings, Inc. was incorporated in 1984 and is headquartered in Charlotte, North Carolina.

Forward-Looking Statements

These statements reflect our reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those in the forward-looking statements. Such risks and uncertainties include the occurrence of any event, change or other circumstance. Certain statements made in this news release are not based on historical facts but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as "believes," "estimates," "expects," "may," "will," "should," "could," or "anticipates," or the negative thereof or other variations thereon or comparable terminology that could give rise to the termination of the equity purchase agreement, an inability to complete the proposed transaction due to a failure to obtain the necessary regulatory approvals, as well as the other risks and uncertainties identified in filings by the Company with the Securities and Exchange Commission ("SEC"), including its periodic reports on Form 10-K and Form 10-Q. Any forward-looking statement speaks only as of the date of this news release and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Additional Information and Where to Find It

Stockholders of the Company may obtain relevant documents filed with the SEC (once they are available) free of charge at the SEC’s website at www.sec.gov or by directing a request to HG Holdings, Inc. at investor@hgholdingsinc.net or 2115 E. 7^th^ Street, Suite 101, Charlotte, NC 28204, Attn: Justin Edenfield.