Item 1.01. Entry into a Material Definitive Agreement.

On July 25, 2020, Franchise Group, Inc., a Delaware corporation (the "Company"), entered into an Amendment No. 1 (the "Amendment") to the Underwriting Agreement, dated as of June 25, 2020, by and between the Company and B. Riley FBR, Inc., as representative (the "Representative") of the several underwriters named therein (the "Underwriters"). Pursuant to the Amendment, the Company and the Representative agreed to extend the period during which the Company granted the Underwriters an option (the "Option") to purchase up to an additional 630,000 shares of common stock, par value $0.01 per share, of the Company, to 35 days from June 25, 2020, or July 30, 2020. The Option was exercised in full by the Underwriters on July 30, 2020.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On July 30, 2020, the Company issued a press release announcing the exercise in full of the Option by the Underwriters. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.



(c) Exhibits

                   Amendment No. 1, dated as of July 25, 2020, to Underwriting
  1.1            Agreement, dated June 25, 2020, by and between Franchise Group,
                 Inc. and B. Riley FBR, Inc., as representative of the several
                 underwriters.

  99.1             Press Release dated July 30, 2020.

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