As filed with the Securities and Exchange Commission on March 22, 2024
Registration No. 333-180961
Registration No. 333-180960
Registration No. 333-165930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1 REGISTRATION STATEMENT NO. 333-180961
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1 REGISTRATION STATEMENT NO. 333-180960
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1 REGISTRATION STATEMENT NO. 333-165930
UNDER THE SECURITIES ACT OF 1933
SMG INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Delaware | 4700 | 51-0662991 |
| (State or other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
20475 State Hwy 249, Suite 450
Houston, Texas 77070
(713) 955-3497
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Bryan S. Barnhart
Chief Executive Officer
SMG Industries Inc.
20475 State Hwy 249, Suite 450
Houston, Texas 77070
(713) 955-3497
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ben A. Stacke
Griffin D. Foster
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7000
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-1 (each, a “Registration Statement” and, collectively, the “Registration Statements”), previously filed by SMG Industries Inc. (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”):
| · | Registration Statement on Form S-1 (File No. 333-180961), originally filed with the SEC on April 26, 2012 and declared effective by the SEC on May 22, 2012; |
| · | Registration Statement on Form S-1 (File No. 333-180960), originally filed with the SEC on April 26, 2012 and declared effective by the SEC on May 14, 2012; and |
| · | Registration Statement on Form S-1 (File No. 333-165930), originally filed with the SEC on April 7, 2010, as amended on June 4, 2010, July 9, 2010, July 14, 2010, December 15, 2010 and March 10, 2011, and declared effective by the SEC on May 4, 2011. |
The Company is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove from registration any and all shares of common stock and all other securities registered but unsold or otherwise unissued under the Registration Statements.
The Company previously terminated any and all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with the undertakings pursuant to Item 512 of Regulation S-K made by the Company in the Registration Statements, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain unsold or otherwise unissued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 22, 2024.
| SMG INDUSTRIES INC. | |||
| By: | /s/ Bryan S. Barnhart | ||
| Name: | Bryan S. Barnhart | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Capacity | Date | ||
| By: /s/ Bryan S. Barnhart | Chief Executive Officer (principal executive officer) and Director | March 22, 2024 | ||
| Name: Bryan S. Barnhart | ||||
| By: /s/ Timothy W. Barnhart | Chief Financial Officer (principal financial and accounting officer) and Director | March 22, 2024 | ||
| Name: Timothy W. Barnhart | ||||
| By: /s/ Matthew C. Flemming | Chairman of the Board and Chief Business Development Officer | March 22, 2024 | ||
| Name: Matthew C. Flemming | ||||
| By: /s/ Brady Crosswell | Director | March 22, 2024 | ||
| Name: Brady Crosswell | ||||
| By: | Director | March 22, 2024 | ||
| Name: James E. Frye | ||||
| By: /s/ Steven H. Madden | Director | March 22, 2024 | ||
| Name: Steven H. Madden | ||||
| By: /s/ Joseph Page | Director | March 22, 2024 | ||
| Name: Joseph Page | ||||
| By: /s/ Todd Riedel | Director | March 22, 2024 | ||
| Name: Todd Riedel |
