FG FINANCIAL GROUP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement

On October 19, 2022, FG Financial Group, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger, dated as of October
19, 2022 (the "Plan of Merger"), by and between the Company and FG Financial
Group, Inc., a Nevada corporation and a wholly owned subsidiary of the Company
("FG Nevada"), pursuant to which the Company will be reincorporated from
Delaware to Nevada (the "Reincorporation"). The Plan of Merger was adopted and
approved by the board of directors of the Company (the "Board") by unanimous
written consent on October 14, 2022. Consummation of the Reincorporation is
subject to the adoption and approval of the Plan of Merger by the holders of a
majority of the outstanding common stock of the Company. The Board has called a
special meeting of the Company's stockholders to held on December 6, 2022 for
the purpose of voting on the adoption and approval of the Plan of Merger.
Assuming that the stockholders of the Company adopt and approve the Plan of
Merger, the Company intends to consummate the Reincorporation; provided,
however, that the Plan of Merger may be terminated by action of the Board, at
any time prior to the effective time of the Reincorporation if the Board
determines for any reason that such termination would be in the best interests
of the Company and our stockholders.

Following consummation of the Reincorporation, the Company's corporate existence
will be governed by the laws of the State of Nevada . Other than the change in
the state of incorporation, the Reincorporation will not result in any change in
the business, physical location, management, assets, liabilities or net worth of
the Company, nor will it result in any change in location of the Company's
employees, including the Company's management.

The Reincorporation will not alter any stockholder's percentage ownership
interest or number of shares owned in the Company. The common stock of the
Company will continue to be quoted on the Nasdaq Global Market under the same
symbol "FGF" and the 8.00% Cumulative Preferred Stock, Series A of the Company
will continue to be quoted on the Nasdaq Global Market under the same symbol,
"FGFPP". The stockholders need not exchange existing stock certificates for
stock certificates of the Nevada corporation.

The foregoing summary of the Plan of Merger does not purport to be complete and
is qualified in its entirety by reference to the actual Plan of Merger, which is
filed as Exhibit 2.1 hereto, and which is incorporated by reference herein.

Important Information and Where To Find It

In connection with the proposed Plan of Merger and Reincorporation described
herein, the Company intends to file relevant materials with the SEC, including a
proxy statement (that includes a preliminary proxy statement, and when
available, a definitive proxy statement). Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at the special
meeting of the Company's stockholders relating to the Plan of Merger and the
Reincorporation. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE REINCORPORATION. The definitive proxy
statement, the preliminary proxy statement and other relevant materials in
connection with the transaction (when they become available), and any other
documents filed by the Company with the SEC, may be obtained free of charge at
the SEC's website (www.sec.gov).

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Plan of Merger. A list of the names of those directors and executive
officers and a description of their interests in the Company will be included in
the proxy statement for the proposed Plan of Merger and be available at
www.sec.gov.

Forward-Looking Statements

This Current Report on Form 8-K and the documents incorporated by reference
herein contain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements are therefore entitled to the protection of the safe harbor
provisions of these laws. Forward-looking statements can be identified by words
such as: "believe," "expect," "will," "shall," "may," "anticipate," "estimate,"
"would," "positioned," "future," "forecast," "intend," "plan," "project,"
"outlook" and other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made in this
Current Report regarding the proposed Plan of Merger including the benefits of
the Reincorporation and the expected timing of the Reincorporation. We have
based these forward-looking statements on our current expectations, assumptions,
estimates, and projections. While we believe these to be reasonable, such
forward-looking statements are only predictions and involve a number of risks
and uncertainties, many of which are beyond our control. These and other
important factors may cause our actual results, performance, or achievements to
differ materially from any future results, performance or achievements expressed
or implied by these forward-looking statements, and may impact our ability to
implement and execute on our future business plans and initiatives. Management
cautions that the forward-looking statements in this release are not guarantees
of future performance, and we cannot assume that such statements will be
realized or the forward-looking events and circumstances will occur. Factors
that might cause such a difference include, without limitation: market
conditions; risks associated with our inability to identify and realize business
opportunities, and the undertaking of any new such opportunities; general
conditions in the global economy, including the impact of health and safety
concerns from the current COVID-19 pandemic; our lack of operating history or
established reputation in the reinsurance industry; our inability to obtain or
maintain the necessary approvals to operate reinsurance subsidiaries; risks
associated with operating in the reinsurance industry, including inadequately
priced insured risks, credit risk associated with brokers we may do business
with, and inadequate retrocessional coverage; our inability to execute on our
investment and investment management strategy, including our strategy to invest
in the risk capital of special purpose acquisition companies (SPACs); potential
loss of value of investments; risk of becoming an investment company;
fluctuations in our short-term results as we implement our new business
strategy; risks of being unable to attract and retain qualified management and
personnel to implement and execute on our business and growth strategy; failure
of our information technology systems, data breaches and cyber-attacks; our
ability to establish and maintain an effective system of internal controls; our
limited operating history as a public company; the requirements of being a
public company and losing our status as a smaller reporting company or becoming
an accelerated filer; any potential conflicts of interest between us and our
controlling stockholders and different interests of controlling stockholders;
potential conflicts of interest between us and our directors and executive
officers; risks associated with our related party transactions and investments;
and risks associated with our investments in SPACs, including the failure of any
such SPAC to complete its initial business combination. Our expectations and
future plans and initiatives may not be realized. If one of these risks or
uncertainties materializes, or if our underlying assumptions prove incorrect,
actual results may vary materially from those expected, estimated or projected.
You are cautioned not to place undue reliance on forward-looking statements. The
forward-looking statements are made only as of the date hereof and do not
necessarily reflect our outlook at any other point in time. We do not undertake
and specifically decline any obligation to update any such statements or to
publicly announce the results of any revisions to any such statements to reflect
new information, future events or developments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K.

Exhibit No.   Description
                Agreement and Plan of Merger, dated as of October 19, 2022, by and
    2.1       between the Company and FG Financial Group, Inc., a Nevada
              corporation.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)