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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FG Group Holdings Inc | AMEX:FGH | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.24 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation or organization) | File No.) | Identification Number) |
(Address of principal executive offices) | (Zip Code) |
(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 | ||
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. |
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 Amendment | Page 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 Amendment | Page 2 of 2 |
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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