FG Financial Group, Inc. Announces Pricing for Public Offering – InsuranceNewsNet


FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), a reinsurance and investment management holding company focused on opportunistic guaranteed and loss capped reinsurance, while allocating capital in partnership with Fundamental Global® and, from time to time, other strategic investors, SPAC-related businesses and SPAC sponsors, today announced the price of its underwritten public offering of 2,750,000 shares of common stock at an offering price public of $1.58 per share, for gross proceeds of $4.345 million, before deducting subscription discounts and commissions and offering costs. The Company has granted the representative underwriters a 45-day option to purchase up to an additional 412,500 common shares to cover over-allotments, if any, at the public offering price less underwriting fees.

The offer is expected to close on June 21, 2022subject to satisfaction of customary closing conditions.

Think Equity acts as sole bookrunner of the offering.

The securities will be offered and sold pursuant to a registration statement on Form S-1 (File No. 333-264735), filed with the US Securities and Exchange Commission (the “SEC”) on May 6, 2022modified May 31, 2022, June 7, 2022 and June 14, 2022 and declared effective on June 15, 2022. The offering will be made only by means of a written prospectus, which has been or will be filed with the SECOND on its website at www.sec.gov. Copies of the prospectus relating to the offer may also be obtained from the offices of Think Equity, 17 State Street22n/a Floor, New York, New York 10004, by phone at (877) 436-3673 or by email at [email protected]. Before investing in this offer, interested persons are invited to read in their entirety the prospectus and the other documents that the Company has filed with the SECOND which are incorporated by reference in the prospectus, which provide further information about the Company and this offering.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

FG Financial Group, Inc.

FG Financial Group, Inc. is a reinsurance and investment management holding company focused on opportunistic guaranteed and loss-capped reinsurance, while allocating capital in partnership with Fundamental Global® and, from time to time, other strategic investors, to SPAC companies and SPAC sponsors. The principal business activities of the Company are carried out 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”). Such statements are therefore entitled to the protection of the safe harbor provisions of those laws. These statements can be identified by the use of forward-looking terms such as “anticipate”, “believe”, “budget”, “may”, “intend”, “continue”, “could”, “intend”, “estimate”, ” expect”, “assess”, “plan”, “goal”, “direction”, “indicate”, “intend”, “probable”, “may”, “could”, “outlook”, “plan”, “possibly”, “potential”, “predict”, “likely”, “probably”, “pro-forma”, “project”, “seek”, “should”, “target”, “see”, “will”, “would”, “will”, “will continue”, “will probably result” or the negative thereof or other variations thereof or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives and the expected timing of the closing of the Offer are forward-looking. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. Although we believe them to be reasonable, these 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 affect our ability to implement and execute our future business plans. and initiatives. Management cautions that the forward-looking statements contained in this release are not guarantees of future performance, and we cannot assume that such statements will occur or that forward-looking events and circumstances will occur. Factors that could cause such a difference include, but are not limited to: market conditions and the satisfaction of all conditions to closing of the offer; risks associated with our inability to identify and realize business opportunities, and to seize new such opportunities; general global economic conditions, including the impact of health and safety issues related to the current COVID-19 pandemic; our lack of operating history or established reputation in the reinsurance industry; our failure to obtain or maintain necessary permits to operate reinsurance subsidiaries; risks associated with doing business in the reinsurance industry, including inappropriately priced insured risks, credit risk associated with brokers we may do business with and inadequate retrocession coverage; our failure to implement our investment and investment management strategy, including our strategy of investing in venture capital from special purpose acquisition companies (SPACs); the potential loss in value of investments; risk of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; the risks of not being able to attract and retain qualified managers and personnel to implement and execute our business and growth strategy; failure of our computer systems, data breaches and cyberattacks; 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 small company filing status or becoming an expedited filer; any potential conflicts of interest between us and our controlling shareholders and the various interests of controlling shareholders; potential conflicts of interest between us and our directors and officers; volatility or decline in the common stock of FedNat Holding Company we receive in consideration for the sale of our insurance business or limitations and restrictions on our ownership of such stock; the risks of being a minority shareholder of FedNat Holding Company; the risks associated with our transactions and investments with related parties; and the risks associated with our investments in SPACs, including the failure of such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized. Should any of these risks or uncertainties materialize, or should our underlying assumptions prove incorrect, actual results could differ materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other time. We do not undertake and specifically disclaim any obligation to update these statements or to publicly announce the results of any revisions to these statements to reflect new information, events or future developments.

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IMS Investor RelationsJohn Nesbet/Jennifer Belodeau
(203) 972-9200

[email protected]

Source: FG Financial Group, Inc.


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