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): May 18, 2021

FG FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

970 Lake Carillon Drive, Suite 318, St. Petersburg, FL 33716

(Address of principal executive offices, including Zip Code)

(727) 304-5666

(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

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 (§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 1.01 Entry into a Material Definitive Agreement

On May 18, 2021, FG Financial Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., 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 169,200 shares (the “Shares”) of the Company’s 8.00% Cumulative Preferred Stock, Series A, par value $25.00 per share (“Series A Preferred Stock”). Subject to the terms and conditions contained in the Underwriting Agreement, the shares are being offered at a public offering price of $25.00 per share, less certain underwriting commissions. The Company also granted the underwriters a 45-day option to purchase up to 25,380 additional shares of Series A Preferred 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-3 (File No. 333-253285), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 9, 2021 under the Securities Act of 1933, as amended (the “Securities Act”). A final prospectus supplement and the accompanying prospectus describing the terms of the Offering was filed with the SEC on May 19, 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 May 18, 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:

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.