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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
January 13, 2023
Date
of Report (Date of earliest event reported)
FG GROUP HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
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Nevada |
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1-13906 |
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47-0587703 |
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(State
or other jurisdiction of |
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(Commission |
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(IRS
Employer |
|
incorporation
or organization) |
|
File
No.) |
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Identification
Number) |
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5960 Fairview Road,
Suite 275 |
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Charlotte,
North Carolina |
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28210 |
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(Address
of principal executive offices) |
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(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):
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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☐ |
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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Common Stock, $0.01 par value |
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FGH |
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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
1.01 |
Entry
into a Material Definitive Agreement. |
2023
Credit Agreement – Strong/MDI Screen Systems Inc.
On
January 13, 2023, Strong/MDI Screen Systems Inc. (the “Borrower”), a wholly-owned
subsidiary of FG Group Holdings Inc. (the “Company”), and Canadian
Imperial Bank of Commerce (the “Lender”) together entered into
an amended and restated demand credit agreement (the “2023 Credit Agreement”), which
amends and restates the demand credit agreement dated as of May 31,
2021, between the Borrower and the Lender.
The
2023 Credit Agreement consists of a revolving line of operating
credit in a maximum aggregate principal amount of CDN$5.0 million,
subject to certain conditions set forth in the 2023 Credit
Agreement (the “Line of
Credit”), a 20-year demand installment loan in the aggregate
principal amount of CDN$3.1 million (the “Installment Loan”), and a
business credit card line with a credit limit of CDN$75,000
(together with the Installment Loans and the Line of Credit, the
“Credit
Facilities”).
Amounts
outstanding under the Line of Credit will bear interest at the
prime rate set by the Lender plus 1.00% per annum. The Borrower has
the option to repay any amount outstanding under the Line of Credit
at any time, with all outstanding interest and principal amounts
payable upon demand by the Lender.
The
Installment Loan will bear interest at the prime rate plus 0.50%
and will be payable in consecutive equal monthly installments, plus
accrued interest, over a period of approximately 20 years. The
Lender may also demand repayment of the Installment Loan at any
time. The Borrower is permitted to prepay all or part of an
Installment Loan at any time without notice or penalty, provided
that the Borrower is not in default on the applicable
loan.
The
Credit Facilities are secured by a lien on the Borrower’s Quebec,
Canada facility and substantially all of the assets of the
Borrower.
The
Credit Facilities contain customary covenants, including as to
compliance with laws (including environmental laws), delivery of
quarterly and annual financial statements, maintenance of
insurance, restrictions on the use of loan proceeds (with the
proceeds from the Line of Credit to be used for the Borrower’s
day-to-day business operations and working capital, the proceeds
from the Installment Loan to be used to refinance the existing
indebtedness against the Borrower’s Quebec, Canada facility) and
other customary covenants. The Borrower is also required to comply
during the term of the Credit Facilities with the following
financial covenants, to be measured quarterly:
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● |
Total
Liabilities to Effective Equity Ratio: The Borrower is required to
maintain a ratio of total liabilities to “Effective Equity” (tangible
shareholders’ equity, less (a) amounts receivable from affiliates,
agents or representatives and (b) intangible assets, plus all
postponed debt) not in excess of 2.50:1.0. |
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● |
Fixed
Charge Coverage Ratio: The Borrower is required to maintain a
current ratio of EBITDA to the sum of (a) debt service requirements
(which shall include amortization of the limit of the Line of
Credit over 20 years), (b) cash income taxes, (c) unfunded capital,
and (d) Restricted Payments (any payment (i) of any dividends on
any of its shares, (ii) on account of the purchase, redemption or
other acquisition of any of its shares or any rights to acquire any
such shares, or any other distribution in respect of any of its
shares, (iii) of any principal, interest or other amount in respect
of any Postponed Debt, or (iv) by way of gift or other gratuity or
in an amount exceeding an arms-length amount to any of its
shareholders or affiliates or to any director or officer thereof)
of not less than 1.1:1.0. |
The
Credit Facilities contain customary events of default and remedies
for credit facilities of this nature.
The
foregoing description of the Credit Facilities does not purport to
be complete and is qualified in its entirety by reference to the
2023 Credit Agreement, filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Strong
Studios, Inc. - Amendment to Assignment and Attachment Agreement;
Termination of Distribution Agreement
On
January 13, 2023, Strong Studios, Inc. (“Studios”), a wholly-owned
subsidiary of the Company, Landmark Studio Group LLC (“LSG”) and Screen Media
Ventures, LLC (“SMV”) entered into a letter
agreement (the “Amendment
and Termination Agreement”). As previously disclosed on the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 8, 2022, Studios and LSG entered into
that certain Assignment and Attachment Agreement dated March 3,
2022 (as amended, the “AA
Agreement”), pursuant to which LSG assigned and transferred
its rights in certain television projects to Studios, including the
original episodic television series project currently entitled
“Flagrant”. In connection with the AA Agreement, Studios and
SMV entered into a distribution agreement (the “Distribution Agreement”)
pursuant to which Studios granted the worldwide distribution rights
in Flagrant to SMV. The Amendment and Termination Agreement
(i) terminated the Distribution Agreement and (ii) amended the AA
Agreement to (a) remove references to the Distribution Agreement,
(b) remove any approval rights of LSG over any press releases
pertaining to the distribution of Flagrant, and (c) delete
all reversion rights of LSG in Flagrant. Studios now
controls the worldwide distribution rights in and to
Flagrant.
The
foregoing description of the Amendment and Termination Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Amendment and Termination Agreement, filed as
Exhibit 10.2 to this Current Report on Form 8-K and incorporated
herein by reference.
|
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
The
information regarding the 2023 Credit Agreement included in Item
1.01 to this Current Report on Form 8-K is incorporated into this
Item 2.03 by reference.
|
Item
9.01. |
Financial
Statements and Exhibits. |
*
Exhibits and schedules to this Exhibit have been omitted pursuant
to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the SEC
upon request.
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.
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FG
GROUP HOLDINGS INC. |
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| Date:
January 17, 2023 |
By: |
/s/
Todd R. Major |
| |
|
Todd
R. Major |
| |
|
Chief
Financial Officer |
Ballantyne Strong (AMEX:BTN)
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De Fév 2023 à Mar 2023
Ballantyne Strong (AMEX:BTN)
Graphique Historique de l'Action
De Mar 2022 à Mar 2023
