Fundamental Global Inc. Files 8-K on Security Holder Rights

TL;DR

FG Financial Group (FGF) filed an 8-K on 10/28/24 for changes to security holder rights & bylaws. Watch for impacts.

AI Summary

Fundamental Global Inc. filed an 8-K on October 30, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws, effective October 28, 2024. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates significant changes to the company's corporate structure or security holder agreements, which could impact investor rights and the company's governance.

Risk Assessment

Risk Level: medium — Changes to security holder rights and bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Fundamental Global Inc. (company) — Registrant
• FG Financial Group, Inc. (company) — Former Company Name
• 1347 Property Insurance Holdings, Inc. (company) — Former Company Name
• October 28, 2024 (date) — Effective Date of Earliest Event
• October 30, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — tered Common Voting Shares, par value $0.001 par value FGF The Nasdaq Stock Mark
• $25.00 — % Cumulative Preferred Stock, Series A, $25.00 par value per share FGFPP The Nasda
• $0.01 — 00 shares of preferred stock, par value $0.01 per share ("Preferred Stock"), of which

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex3-1.htm (EX-3.1) — 2KB
• ex99-1.htm (EX-99.1) — 8KB
• ex99-1_001.jpg (GRAPHIC) — 16KB
• ex3-1_001.jpg (GRAPHIC) — 670KB
• 0001493152-24-043089.txt ( ) — 1245KB
• fgf-20241028.xsd (EX-101.SCH) — 4KB
• fgf-20241028_def.xml (EX-101.DEF) — 29KB
• fgf-20241028_lab.xml (EX-101.LAB) — 36KB
• fgf-20241028_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): October 28, 2024 Fundamental Global Inc. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 108 Gateway Blvd , Suite 204 Mooresville , NC 28117 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 998-8279 N/A 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 240.13e-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 Voting Shares, par value $0.001 par value 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 3.03 Material Modification to Rights of Security Holders. The Board of Directors of Fundamental Global Inc., a Nevada corporation (the "Company"), has approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), at a ratio of one (1)-for-twenty-five (25) (the "Reverse Stock Split"). Reasons for the Reverse Stock Split The Reverse Stock Split is being effected because the Company believes the anticipated increase in the market price of the Common Stock resulting from the Reverse Stock Split will benefit the Company and its stockholders. The Company cannot provide assurance that such increase will occur or that, if such increase does occur, that it will be sustained. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number . The Reverse Stock Split will become effective on October 31, 2024 (the "Effective Date"), at 5:00 p.m., Eastern Time. The Common Stock will begin trading on a split-adjusted basis at the commencement of trading on November 1, 2024, under the Company's existing trading symbol, "FGF." The Company's Common Stock has been assigned a new CUSIP number, 30329Y 304, in connection with the Reverse Stock Split. Split Adjustment; Treatment of Fractional Shares . On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) twenty-five, with such resulting number of shares rounded up to the nearest whole share. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Also on the Effective Date, all equity awards outstanding immediately prior to the Reverse Stock Split will be adjusted to reflect the Reverse Stock Split. Certificated and Non-Certificated Shares . Stockholders who hold their shares in direct registration book-entry form with the Company's transfer agent, Broadridge Financial Solutions, LLC (the "Transfer Agent"), or in electronic form at brokerage firms, do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Nevada The Reverse Stock Split will be effected pursuant to the Company's filing of a Certificate of Change (the "Certificate") with the Secretary of State of the State of Nevada. The Certificate will become effective at 5:00 p.m. on the Effective Date. No Stockholder Approval Required . The Reverse Stock Split

View Full Filing

View this 8-K filing on SEC EDGAR