Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering was made pursuant to the prospectus supplement dated
The net proceeds from the Offering, after deducting the underwriting discounts
and commissions, but before expenses and an advisory fee, are expected to be
approximately
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion as to the legality of the Shares is included as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the Offering, the Company increased the number of shares of
its preferred stock designated as Series A Preferred Stock pursuant to a
certificate of increase (the "Certificate of Increase"), to the Certificate of
Designation designating the Series A Preferred Stock, dated
The foregoing description of the Certificate of Increase does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Certificate of Increase, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information relating to the Certificate of Designation set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 11, 2021 , by and between the Company andB. Riley Securities, Inc. , as representative of the several underwriters named therein. 3.1 Certificate of Increase of the Number of Shares of 7.50% Series A Cumulative Perpetual Preferred Stock ofFranchise Group, Inc. , filed with the Secretary of State of theState of Delaware onJanuary 15, 2021 . 5.1 Opinion ofTroutman Pepper Hamilton Sanders LLP . 23.1 Consent ofTroutman Pepper Hamilton Sanders LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). 99.1 Launch Press Release, datedJanuary 11, 2021 . 99.2 Pricing Press Release, datedJanuary 12, 2021 . 99.3 Closing Press Release, datedJanuary 15, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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