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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 19, 2024

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 1.01Entry into a Material Definitive Agreement.

 

On January 19, 2024, FG Holdings Quebec Inc. (f/k/a Strong/MDI Screen Systems Inc.) (the “Borrower”), a wholly-owned subsidiary of FG Group Holdings Inc., and Canadian Imperial Bank of Commerce (the “Lender”) together entered into a second amendment (the “Amendment”) to the Credit Agreement dated January 13, 2023 (as previously amended, the “2023 Credit Agreement”).

 

Prior to the Amendment, the 2023 Credit Agreement provided for a revolving line of operating credit in a maximum aggregate principal amount of CDN$3.4 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 (the “Credit Card Line” and together with the Line of Credit and Installment Loan, the “Credit Facilities”). Pursuant to the Amendment, (i) the credit limit for the Line of Credit was reduced to CDN$1.4 million, (ii) the Credit Card Line was removed, (iii) reporting requirements and a negative covenant are added, and (iv) the Lender’s security interest in certain assets of the Borrower securing the Credit Facilities was removed in exchange for a guarantee from Strong Global Entertainment Inc. with respect to all liabilities of the Borrower to Lender.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
     
10.1   Amendment #2 to the Credit Agreement dated January 13, 2023, between FG Holdings Quebec Inc. and Canadian Imperial Bank of Commerce, dated January 19, 2024
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: January 23, 2024 By: /s/ Todd R. Major
    Todd R. Major
    Chief Financial Officer

 

 

 

Exhibit 10.1

 

 

FG Holdings Quebec Inc. (formerly Strong/MDI Screen Systems, Inc.)

1440 Raoul-Charette

Joliette, Québec J6E 8S7

 

Attention : Mr. Mark Roberson,

 

Amendment #2 to the Credit Agreement
dated January 13th, 2023 (including all previous amendments thereto, the “Agreement”
between Canadian Imperial Bank of Commerce (“CIBC”) and FG Holdings Quebec Inc. (formerly Strong/MDI Screen
Systems, Inc.) (the “Borrower”)

 

Amendments. The Agreement is amended as follows:

Demand Operating Credit:

 

●    Credit Limit: $1,400,000 (decreased from $3,400,000)

 

●    Description and Rate: Remove

 

○    Canadian dollar B/As. CIBC’s stamping fee for B/As will be calculated at 2.50% per annum.

 

The following is removed:

 

Business Credit Card Facility

 

●    Credit Limit: $75,000

 

●    Purpose: Purchase and payment of goods and services

 

●    Repayment: On demand in accordance with the CIBC Business Credit Card Agreement (Business Liability)

 

●    Documentation: CIBC Business Credit Card Agreement (Business Liability)

 

●    Conditions: N/A

 

Reporting Requirements

 

●    Within 120 days after the end of each fiscal year, the notice to reader unconsolidated financial statements of the Borrower for such year, prepared in accordance with GAAP.

 

Security

 

The following security is removed:

 

●    Moveable Hypothec for a principal amount of $10,000,000 creating in favor of CIBC a first ranking hypothec in all present and future undertaking and moveable property of the Borrower including receivables, inventory, incorporeal rights (including intellectual property), equipment and machinery.

 

The following is added:

 

●    Guarantee from Strong Global Entertainment Inc. with respect to all of the liabilities of the Borrower to CIBC.

 

Negative Covenants

 

The following is added:

 

●    The Borrower will have no outstanding amounts under the Demand Operating Credit for at least five (5) consecutive business days one time in each fiscal year.

 

All other terms and conditions remain unchanged.

Credit Agreement AmendmentPage 1 of 2
 

 

 

The parties confirm their express wish that this Letter and all documents related thereto be drawn up in English. Les parties confirment leur volonté expresse de voir le présent contrat et tous les documents s’y rattachant être rédigés en anglais.
Confirmation: As revised by this Amendment, the Agreement remains in full force.
For CIBC:

By:/s/ Christopher Lo Manno

By: /s/ Costa Trikoulis

Name: Christopher Lo Manno Name: Costa Trikoulis
Title: Authorized Signatory Title: Authorized Signatory
For FG Holdings Québec Inc. (formerly Strong/MDI Screen Systems Inc.):
By: /s/ Mark D. Roberson By:/s/ Todd Major
Name: Mark D. Roberson Name: Todd Major
Title: President Title: Authorized Signatory

 

The guarantor declares that they have received a copy of this Agreement and agree to be liable pursuant to its terms and conditions

 

Address: Strong Global Entertainment Inc.
Suite 2300, Bentall 5    
550 Burrard Street, By: /s/ Mark D. Roberson
Vancouver, British Columbia, Name: Mark D. Roberson
V6C 2B5 Title: Chief Executive Officer

 

Signed this _19__ day of _January__, 2024__.

 

Credit Agreement AmendmentPage 2 of 2

v3.23.4
Cover
Jan. 19, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 19, 2024
Entity File Number 1-13906
Entity Registrant Name FG GROUP HOLDINGS INC.
Entity Central Index Key 0000946454
Entity Tax Identification Number 47-0587703
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 5960 Fairview Road
Entity Address, Address Line Two Suite 275
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28210
City Area Code (704)
Local Phone Number 994-8279
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol FGH
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false
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