Current Report Filing (8-k)
07 Dezember 2022 - 10:01PM
Edgar (US Regulatory)
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2022-12-06
2022-12-06
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2022-12-06
2022-12-06
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2022-12-06
2022-12-06
iso4217:USD
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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): December 6, 2022
FG
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
360
Central Avenue, Suite 800, St. Petersburg, FL 33701
(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
5.07 Submission of Matters to a Vote of Security Holders.
On
December 6, 2022, FG Financial Group, Inc. (the “Company”) held a special meeting at which the Company’s stockholders
voted on the following proposal, which is described in detail in the definitive proxy statement filed with the Securities and Exchange
Commission on October 31, 2022.
Proposal
1. Approval of Reincorporation from Delaware to Nevada
Stockholders
approved the Agreement and Plan of Merger, dated as of October 19, 2022, by and between the Company and FG Financial Group, Inc., a Nevada
corporation and a wholly owned subsidiary of the Company, pursuant to which the Company will be reincorporated from Delaware to Nevada.
The voting results were as follows
| For | |
Against | | |
Abstentions | | |
BROKER NON VOTE | |
| 5,250,887 | |
| 136,023 | | |
| 2,825 | | |
| - | |
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: December
7, 2022 |
By: |
/s/
Hassan R. Baqar |
| |
Name: |
Hassan R. Baqar |
| |
Title: |
Executive Vice President and Chief Financial Officer |
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