false
0001591890
0001591890
2025-08-01
2025-08-01
0001591890
FGF:CommonStock0.001ParValuePerShareMember
2025-08-01
2025-08-01
0001591890
FGF:Sec8.00CumulativePreferredStockSeries25.00ParValuePerShareMember
2025-08-01
2025-08-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
Date
of Report (Date of earliest event reported): August 1, 2025
FUNDAMENTAL
GLOBAL INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
6408
Bannington Road
Charlotte,
NC |
|
28226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (704) 994-8279
108
Gateway Blvd., Suite 204, Mooresville, NC 28117
(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:
| ☐ |
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 |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par value per share |
|
FGF |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share |
|
FGFPP |
|
The Nasdaq Stock Market LLC |
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
7.01 Regulation FD
On
August 1, 2025, Fundamental Global Inc. (the “Company”) issued a press release announcing the Company’s formation of
the FG CVR Trust, a Delaware Statutory Trust, (the “FG CVR Trust”) and the planned transfer the Company’s legacy non-core
assets to the FG CVR Trust (the “Press Release”). The Press Release provided, further, that the Company’s common shareholders
of record as of August 8, 2025 will receive a non-transferable Contingent Value Right (CVR) entitling holders to distributions generated
from the assets transferred to the FG CVR Trust. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into
this Item 7.01 by reference.
As
provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 are “furnished” and shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release Issued by Fundamental Global Inc. on August 1, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
FUNDAMENTAL
GLOBAL INC. |
| |
|
|
| Date:
August 1, 2025 |
By: |
/s/
Mark D. Roberson |
| |
Name: |
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
