UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 30, 2023 (January 23, 2023)
SMG INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-54391 | | 51-0662991 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 20475 State Hwy 249, Suite 450 | | |
| Houston, Texas | | 77070 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(713-955-3497)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
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 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On January 23, 2023, SMG Industries Inc. (the “Company”) issued a press release reporting its preliminary revenue results for the year ended December 31, 2022. A copy of the release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in the release and in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
On January 27, 2023, the Company issued an aggregate of 6,772,737 shares of its common stock, par value $.001 per share (“Common Stock”) to various holders of the Company’s promissory notes in exchange for the noteholders agreeing to extend the maturity date of an aggregate of $4,515,157 of the Company’s outstanding promissory notes to June 30, 2023. All of the shares of Common Stock were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. On January 27, 2023, the Company issued an aggregate of 2,000,000 shares of its Common Stock to four purchasers of promissory notes in the principal amount of $1,000,000, and all of the shares of Common Stock were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. On January 27, 2023, the Company issued 500,000 shares of its Common Stock to an advisor in connection with the execution of an advisory agreement with such advisor, all shares issued thereunder were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
| ITEM 7.01. | REGULATION FD DISCLOSURE |
The information included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 30, 2023 | SMG Industries Inc. | |
| | | | |
| | By: | /s/ Matthew Flemming | |
| | Name: | Matthew Flemming | |
| | Title: | Chief Executive Officer and President | |
