FG Financial Group, Inc. (Nasdaq: FGF)
(the “Company”), a reinsurance and asset management holding company
focused on collateralized and loss capped reinsurance and merchant
banking that allocates capital in partnership with Fundamental
Global®, a private partnership led by Kyle Cerminara and Joe
Moglia, as well as other strategic investors, today announced the
pricing of an underwritten public offering of 865,000 shares of its
common stock at a public offering price of $1.85 per share, for
gross proceeds of $1,600,250, before deducting underwriting
discounts, commissions and offering expenses. All of the shares of
common stock are being offered by the Company. In addition, the
Company has granted the underwriters a 45-day option to purchase up
to an additional 129,750 shares of common stock at the public
offering price less discounts and commissions, to cover
over-allotments. The offering is expected to close on June 2, 2023,
subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering
primarily for general working capital purposes.
ThinkEquity is acting as sole book-running manager for the
offering.
The securities will be offered and sold pursuant to a shelf
registration statement on Form S-3 (File No. 333-253285), including
a base prospectus, filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 19, 2021, and declared effective
on April 9, 2021. The offering will be made only by means of a
written prospectus. A prospectus supplement and accompanying
prospectus describing the terms of the offering will be filed with
the SEC on its website at www.sec.gov. Copies of the prospectus
supplement and the accompanying prospectus relating to the offering
may also be obtained, when available, from the offices of
ThinkEquity, 17 State Street, 41st Floor, New York, New York
10004.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About FG Financial Group, Inc.
FG Financial Group, Inc. is a reinsurance and asset management
holding company focused on collateralized and loss capped
reinsurance and merchant banking that allocates capital in
partnership with Fundamental Global®, a private partnership led by
Kyle Cerminara and Joe Moglia, as well as other strategic
investors. The Company’s principal business operations are
conducted through its subsidiaries and affiliates.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These
statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These statements may be identified
by the use of forward-looking terminology such as “anticipate,”
“believe,” “budget,” “can,” “contemplate,” “continue,” “could,”
“envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,”
“guidance,” “indicate,” “intend,” “likely,” “may,” “might,”
“outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,”
“probably,” “pro-forma,” “project,” “seek,” “should,” “target,”
“view,” “will,” “would,” “will be,” “will continue,” “will likely
result” or the negative thereof or other variations thereon or
comparable terminology. In particular, discussions and statements
regarding the Company’s future business plans and initiatives are
forward-looking in nature. We have based these forward-looking
statements on our current expectations, assumptions, estimates, and
projections. While we believe these to be reasonable, such
forward-looking statements are only predictions and involve a
number of risks and uncertainties, many of which are beyond our
control. These and other important factors may cause our actual
results, performance, or achievements to differ materially from any
future results, performance or achievements expressed or implied by
these forward-looking statements, and may impact our ability to
implement and execute on our future business plans and initiatives.
Management cautions that the forward-looking statements in this
release are not guarantees of future performance, and we cannot
assume that such statements will be realized or the forward-looking
events and circumstances will occur. Factors that might cause such
a difference include, without limitation: whether the offering will
close, whether the underwriter’s exercise their option to purchase
additional shares of common stock, risks associated with our
inability to identify and realize business opportunities, and the
undertaking of any new such opportunities; general conditions in
the global economy, our lack of operating history or established
reputation in the reinsurance industry; our inability to obtain or
maintain the necessary approvals to operate reinsurance
subsidiaries; risks associated with operating in the reinsurance
industry, including inadequately priced insured risks, credit risk
associated with brokers we may do business with, and inadequate
retrocessional coverage; our inability to execute on our investment
and investment management strategy, including our strategy to
invest in the risk capital of special purpose acquisition companies
(SPACs); potential loss of value of investments; risk of becoming
an investment company; fluctuations in our short-term results as we
implement our new business strategy; risks of being unable to
attract and retain qualified management and personnel to implement
and execute on our business and growth strategy; failure of our
information technology systems, data breaches and cyber-attacks;
our ability to establish and maintain an effective system of
internal controls; our limited operating history as a public
company; the requirements of being a public company and losing our
status as a smaller reporting company or becoming an accelerated
filer; any potential conflicts of interest between us and our
controlling stockholders and different interests of controlling
stockholders; potential conflicts of interest between us and our
directors and executive officers; risks associated with our related
party transactions and investments; and risks associated with our
investments in SPACs, including the failure of any such SPAC to
complete its initial business combination. Our expectations and
future plans and initiatives may not be realized. If one of these
risks or uncertainties materializes, or if our underlying
assumptions prove incorrect, actual results may vary materially
from those expected, estimated or projected. You are cautioned not
to place undue reliance on forward-looking statements. The
forward-looking statements are made only as of the date hereof and
do not necessarily reflect our outlook at any other point in time.
We do not undertake and specifically decline any obligation to
update any such statements or to publicly announce the results of
any revisions to any such statements to reflect new information,
future events or developments.
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version on businesswire.com: https://www.businesswire.com/news/home/20230530005715/en/
Investor Relations: IMS Investor Relations John
Nesbett/Rosalyn Christian (203) 972-9200 IR@fgfinancial.com
Fundamental Global (NASDAQ:FGF)
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