Current Report Filing (8-k)
16 May 2023 - 7:29AM
Edgar (US Regulatory)
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0000946454
2023-05-15
2023-05-15
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iso4217:USD
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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
May
15, 2023
Date
of Report (Date of earliest event reported)
FG
GROUP HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
1-13906
|
|
47-0587703
|
(State
or other jurisdiction of |
|
(Commission
|
|
(IRS
Employer |
incorporation
or organization) |
|
File
No.) |
|
Identification
Number) |
5960
Fairview Road, Suite 275 |
|
|
Charlotte,
North Carolina |
|
28210
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(704)
994-8279
(Registrant’s
telephone number including area code)
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 (see General Instruction A.2. below):
☐ |
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
Stock, $0.01 par value |
|
FGH |
|
NYSE
American |
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
2.02 Results of Operations and Financial Condition
FG
Group Holdings Inc., a Nevada corporation (the “Company”), issued a press release on May 15, 2023, with earnings information
for the Company’s fiscal quarter ended March 31, 2023. The press release is furnished with this Current Report on Form 8-K (this
“Current Report”) as Exhibit 99.1.
Item
7.01 Regulation FD Disclosure
The
information set forth under Item 2.02 of this Current Report is incorporated herein by reference.
The
information contained in Items 2.02 and 7.01 to this Current Report, including in Exhibit 99.1, is being “furnished” and,
as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Forward
Looking Statements
In
addition to the historical information in this Current Report and in the exhibit furnished with this Current Report, it includes forward-looking
statements which involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors”
section contained in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange
Commission on March 16, 2023, and the following risks and uncertainties: the Company’s ability to maintain and expand its revenue
streams to compensate for the lower demand for the Company’s digital cinema products and installation services; potential interruptions
of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements
and new features that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully
execute its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s ability to maintain
its brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles;
the impact of a challenging global economic environment or a downturn in the markets; the effects of economic, public health, and political
conditions that impact business and consumer confidence and spending, including rising interest rates, periods of heightened inflation
and market instability, the outbreak of any highly infectious or contagious diseases, such as COVID-19 and its variants or other health
epidemics or pandemics, and armed conflicts, such as the ongoing military conflict in Ukraine and related sanctions; economic and political
risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations,
potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information
technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s
ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions
on acceptable terms, or at all; the impact of economic, public health and political conditions on the companies in which the Company
holds equity stakes; the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters
and other catastrophic events, whether natural, man-made, or otherwise (such as the outbreak of any highly infectious or contagious diseases,
or armed conflict); the adequacy of the Company’s insurance; the impact of having a controlling stockholder and vulnerability to
fluctuation in the Company’s stock price. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking
statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the
risks listed above have been, and may further be, exacerbated by the impact of economic, public health (such as a resurgence of the COVID-19
pandemic) and political conditions (such as the military conflict in Ukraine) that impact consumer confidence and spending, particularly
in the cinema, entertainment, and other industries in which the Company and the companies in which the Company holds an equity stake
operate, and the worsening economic environment. Actual results could differ materially from those anticipated in the forward-looking
statements and from historical results, due to the risks and uncertainties described herein, as well as others not now anticipated. New
risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact
of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Except where required by law, the Company assumes no obligation to
update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
FG GROUP HOLDINGS INC. |
|
|
|
Date: May 15, 2023 |
By: |
/s/ Todd R. Major |
|
|
Todd
R. Major |
|
|
Chief
Financial Officer |
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