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): January 18, 2021

 

 

 

FG FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36366   46-1119100

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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)

 

1347 Property Insurance Holdings, Inc.

(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 240.13a-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 Stock, $0.001 par value per share   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 18, 2021, FG Financial Group, Inc. (the “Company”) and the Company’s Chief Executive Officer, Larry Swets, Jr., entered into an Equity Award Letter Agreement (the “Letter Agreement”), pursuant to which the Company clarified its intention to grant 500,000 of shares to Mr. Swets, as contemplated by the executive’s Employment Agreement with the Company dated November 10, 2020, as described in an 8-K filed with the Securities and Exchange Commission on November 16, 2020.

 

Under the Letter Agreement, the Company agreed: (i) to grant Mr. Swets 130,000 stock options under the 2018 Equity Incentive Plan; and (ii) that it intends to grant an additional 370,000 stock options, restricted shares or restricted stock units pursuant to a future award (the “Future Award”), subject to the approval of an amended and/or new equity plan, among other conditions. Specifically, under the Letter Agreement, no such Future Award may be granted until there is a determination by the Compensation Committee of the specific vesting and other terms of the award, and an amended and/or new equity plan, in a form to be prepared and reviewed by the Board of Directors of the Company (the “Board”), has been approved by the Board and stockholders of the Company that authorizes a sufficient number of shares of common stock to make such Future Award.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
     
10.1   Equity Award Letter Agreement between FG Financial Group, Inc. and Larry Swets

 

 
 

 

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.

 

  FG FINANCIAL GROUP, INC.
   
Date: January 19, 2021 By: /s/ John S. Hill
  Name: John S. Hill
  Title: Executive Vice President, Secretary and Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

January 12, 2021

 

Larry Swets, Jr.

17 Mandalay Rd

Stuart, FL 34996

 

  Re: Equity Award Letter Agreement

 

Dear Larry:

 

We refer to Section 2.1 of the Employment Agreement between you and FG Financial Group, Inc. (f.k.a 1347 Property Insurance Holdings, Inc., the “Company”), dated November 10, 2020 (the “Employment Agreement”), which contemplates the future grant of up to 250,000 shares of restricted common stock, restricted stock units or stock options in the Company, subject to vesting criteria (including performance conditions) to be mutually agreed between you and the Company prior to December 31, 2020.

 

The Company seeks to clarify its intentions with respect to such future grant under Section 2.1 of the Employment Agreement, and the Company hereby agrees to a future grant, pursuant to the Employment Agreement, of up to a maximum of 500,000 shares of restricted common stock, restricted stock units or stock options in the Company, subject to vesting criteria (including performance conditions) to be mutually agreed between you and the Company.

 

As you know, however, the Company does not have a sufficient number of shares of common stock authorized and available for issuance under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to make an equity award of 500,000 shares under the 2018 Plan. The Company has therefore:

 

  1. Agreed to grant you, from the remaining shares of common stock available under the 2018 Plan, pursuant to the option agreement dated on or about the date hereof, 130,000 options subject to vesting criteria (including performance conditions) that have been mutually agreed between you and the Company.
     
  2. Agreed that the Company intends to grant you an additional 370,000 stock options, restricted shares or restricted stock units (the “Future Award”). For the avoidance of doubt, on the date hereof, no such Future Award has been or may be granted, and such Future Award may not be granted until there is: (i) a determination by the Compensation Committee of the specific vesting and other terms of such Future Award, and approval by the Compensation Committee of the agreements for the grant of such Future Award, (ii) approval by the Board of Directors of the Company (the “Board”) an amended and/or new Company equity plan in a form to be prepared and reviewed by the Board that will authorize a sufficient number of shares for the Future Award (the “Equity Plan”), and (iii) approval by the stockholders of such Equity Plan. The Company agrees to use its reasonable best efforts to grant such Future Award as soon as practicable following the filing of a registration statement on Form S-8 with respect to the Equity Plan.

 

By signing below, you agree that this letter agreement accurately reflects our mutual agreement with respect to your equity award pursuant to the Employment Agreement (which is hereby modified accordingly). All other provisions of the Employment Agreement shall remain the same. This letter agreement may be signed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single instrument. Delivery of an executed counterpart of this letter agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this letter agreement.

 

Sincerely,

 

By: /s/ John S. Hill  
Name: John S. Hill  
Title: Executive Vice President, Secretary and Chief Financial Officer  

 

ACCEPTANCE

 

I acknowledge receipt of this letter agreement on the terms and conditions set out herein.

 

By: /s/ Larry Swets, Jr.   Date: January 18, 2021
Name: Larry Swets, Jr.