Amended Current Report Filing (8-k/a)
28 August 2020 - 1:43AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
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 21, 2020
Financial
Gravity Companies, Inc. –
(Exact name of registrant as specified
in its charter)
Nevada –
(State or other jurisdiction of incorporation)
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333-144504–
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20-4057712 –
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(Commission File Number)
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(IRS Employer Identification No.)
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12600 Hill Country Blvd., Suite R-275,
Bee Cave, Texas 78738
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number,
including area code: (800) 588-3893
800 N. Watters Rd., Suite 150, Allen,
Texas 75013 .
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:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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.☐
Explanatory Note
This Form 8-K/A is filed as an amendment (“Amendment No.
1”) to the Current Report on Form 8-K filed by Financial Gravity Companies, Inc. (the “Company”) on May 29,
2020 (the “Original 8-K”). Pursuant to an Agreement and Plan of Merger dated September 30, 2019 (as amended), by and
among the Company, its subsidiary FG Newco, Inc. (“FG Newco”), and Forta Financial Group, Inc. (“FFGI”),
FG Newco merged with and into FFGI, with FFGI remaining as the surviving corporation.
This Amendment No. 1 amends Item 9.01
of the Original 8-K to include the financial statements of FFGI and the pro forma financial information, which were not previously
filed with the Original 8-K. Except as stated in this Explanatory Note, no other information contained in the Original 8-K is
changed.
Item 9.01. Financial
Statements and Exhibits.
(a) Financial statements of businesses
acquired
The financial statements for FFGI required
under Item 9.01(a) of Form 8-K are attached as Exhibits 99.4 to this Amendment No. 1.
(b) Pro forma financial information
The pro forma
financial information required under Item 9.01(b) of Form 8-K is attached as Exhibit 99.5 to this Amendment No. 1.
(d) Exhibits
Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger entered into as of September 30, 2019, by and among Financial Gravity Companies, Inc., a Nevada corporation, Presidential Brokerage, Inc., a California corporation, and Financial Gravity Wealth, Inc., a Texas corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 29, 2020).
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2.2
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Second Amendment to Agreement and Plan of Merger entered into as of May 14, 2020, by and among Financial Gravity Companies, Inc., a Nevada corporation, Forta Financial Group, Inc. (formerly named Presidential Brokerage, Inc.), a California corporation, and Sofos Investments, Inc. (formerly named Financial Gravity Wealth, Inc.), a Texas corporation (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on May 29, 2020).
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99.1
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The Company’s
historical audited financial statements and accompanying notes as of and for (i) the
year ended September 30, 2019, included in the Company’s Annual Report on Form 10-K, filed with the Securities
Exchange Commission (the “SEC”) on January 13, 2020, and (ii) the
year ended September 30, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC on January
15, 2019.
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99.2
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The Company’s
historical unaudited financial statements and accompanying notes as of and for (i) the
six months ended March 31, 2020, included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC
on May 29, 2020, and (ii) the
six months ended March 31, 2019, filed with the SEC on May 14, 2019.
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99.3*
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Forta’s
audited financial statements and accountants’ report for the fiscal years ended December 31, 2018 and September 30,
2019.
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99.4*
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Forta’s
unaudited condensed financial statements for the nine months ended June 30, 2020
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99.5*
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Unaudited
Pro Forma Condensed Combined Financial Statements of the Company And Subsidiaries For The Nine Months Ended June 30, 2020
and the fiscal year ended September 30, 2019.
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* Filed herewith
SIGNATURE
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.
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Financial Gravity Companies, Inc.
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(Registrant)
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By:
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/s/Scott Winters
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Name:
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Scott Winters
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Title:
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Chief Executive Officer
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Financial Gravity Compan... (PK) (USOTC:FGCO)
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