Item 1.01 Entry into a Material Definitive Agreement

On October 25, 2021, FG Financial Group, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with ThinkEquity LLC, as representative of the underwriters named therein (the "Underwriters"), which provided for the issuance and sale by the Company and the purchase by the Underwriters, in a firm commitment underwritten public offering (the "Offering"), of 652,174 shares of the Company's common stock. Subject to the terms and conditions contained in the Underwriting Agreement, the shares are being offered at a public offering price of $4.00per share, less certain underwriting commissions. The Company also granted the underwriters a 45-day option to purchase up to 97,826 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering.

The Offering is being made pursuant to the Company's registration statement on Form S-1 (File No. 333-258457), which was declared effective by the Securities and Exchange Commission (the "SEC") on October 25, 2021 under the Securities Act of 1933, as amended. A final prospectus describing the terms of the Offering was filed with the SEC on October 26, 2021 and is available on the SEC's website located at http://www.sec.gov.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, all of the Company's executive officers and directors agreed not to sell or transfer any securities of the Company held by them for a period of three (3) months from the date of the Underwriting Agreement, subject to limited exceptions.

A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of such exhibit. A copy of the opinion of Loeb & Loeb LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.




Item 8.01 Other Information


On October 25, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits:



Exhibit   Description

1.1         Underwriting Agreement, dated October 25, 2021, by and between FG
          Financial Group, Inc. and ThinkEquity LLC
5.1         Opinion of Loeb & Loeb LLP
23.1        Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
99.1        Press Release issued by the Company on October 25, 2021
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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