As filed with the Securities and Exchange Commission on March 31, 2025
Registration No. 333- 195000
Registration No. 333- 225362
Registration No. 333- 262041
Registration No. 333- 272710
Registration No. 333- 272711
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195000
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-225362
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-262041
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-272710
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-272711
UNDER THE SECURITIES ACT OF 1933
Fundamental Global Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 46-1119100 | |
| (State
or Other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.) |
108 Gateway Blvd, Suite 204
Mooresville, NC 28117
(704) 994-8279
(Address of Principal Executive Offices, Including Zip Code)
FG Financial Group, Inc. 2021 Equity Incentive Plan, as amended
FG Financial Group, Inc. Employee Share Purchase Plan
FG Financial Group, Inc. 2021 Equity Incentive Plan
1347 Property Insurance Holdings, Inc. 2018 Equity Incentive Plan
1347 Property Insurance Holdings, Inc. Equity Incentive Plan
(Full Title of the Plan)
D. Kyle Cerminara
Chief Executive Officer
c/o Fundamental Global Inc.
108 Gateway Blvd, Suite 204
Mooresville, NC 28117
(704) 994-8279
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Amy Bowler
Holland & Hart LLP
555 17th Street, Suite 3200
Denver, CO 80202
Phone: (303) 295-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Fundamental Global Inc. (f/k/a FG Financial Group, Inc. and 1347 Property Insurance Holdings, Inc.), a Nevada corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):
| ● | Registration Statement on Form S-8 (No. 333-195000), filed with the SEC on April 2, 2014; |
| ● | Registration Statement on Form S-8 (No. 333-225362), filed with the SEC on June 1, 2018; |
| ● | Registration Statement on Form S-8 (No. 333-262041), filed with the SEC on January 6, 2022; |
| ● | Registration Statement on Form S-8 (No. 333-272710), filed with the SEC on June 16, 2023; and |
| ● | Registration Statement on Form S-8 (No. 333-272711), filed with the SEC on June 16, 2023. |
The Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, by filing these Post-Effective Amendments, the Company hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no securities registered by the Company pursuant to the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mooresville, State of North Carolina, on the 31st day of March, 2025.
| FUNDAMENTAL GLOBAL INC. | ||
| By: | /s/ D. Kyle Cerminara | |
| D. Kyle Cerminara, Chief Executive Officer | ||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.