Amended Current Report Filing (8-k/a)
10 July 2019 - 8:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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):
July 9, 2019 (June 3, 2019)
SMG
INDUSTRIES INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-54391
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51-0662991
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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710 N. Post Oak Road, Suite 315
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Houston, Texas
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77024
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(713-821-3153)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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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.
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ITEM 1.01
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ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
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On June 27, 2019, each
of MG Cleaners LLC (“MG”), Trinity Services LLC (“Trinity”) and Jake Oilfield Solutions LLC (“Jake”),
each of which is a wholly-owned subsidiary of the Company, entered into separate revolving accounts receivable financing facilities
(collectively the “AR Facility”) with Catalyst Finance L.P. (“Catalyst”). The AR Facility replaces the
accounts receivable financing facility between the Company and Crestmark Bank. The AR Facility provides for the Company, through
MG, Trinity and Jake, to have access to up to 90% of the net amount of eligible receivables (as defined in the financing agreement).
The AR Facility is paid for by the assignment of the accounts receivable of each of MG, Trinity and Jake to Catalyst and is secured
by all instruments and proceeds related thereto. The AR Facility has an interest rate of 2.25% in excess of the prime rate reported
by the Wall Street Journal per annum, plus a financing fee equal to .20% of the receivable balance every 15 days, with a maximum
cumulative rate of 1.6%. There are no origination fees, monitoring or early termination fees. The AR Facility can be terminated
by the Company with thirty days written notice. The Company is a guarantor of the financing facility and our subsidiaries as borrowers
have cross-collateralized their accounts receivable with this facility.
The AR Facility does
not restrict the Company’s ability to finance its operations through the sale of its equity securities.
The summary of the
AR Facility set forth above does not purport to be a complete statement of the terms of such document. The summary is qualified
in its entirety by reference to the full text of the documents, copies of which are being filed with this Current Report on Form
8-K/A as Exhibits 10.8, 10.9 and 10.10, and is incorporated herein by reference.
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ITEM 2.01
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COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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On June 3, 2019 we
entered into an Agreement and Plan of Share Exchange dated as of such date (the “
Exchange Agreement
”) with Trinity
Services LLC, a Louisiana limited liability company (“
Trinity
”) and the sole member of Trinity (the “
Trinity
Member
”). On June 26, 2019, we completed the closing of the acquisition of Trinity (“
Closing Date
”).
It was previously announced
that in connection with the execution of the Exchange Agreement, Trinity entered into a $1,000,000 loan and security agreement
with the owner of Trinity as a line of credit against the Trinity accounts receivable, however, prior to the closing we agreed
with the seller to terminate the loan and security agreement and entered into the agreement with Catalyst set forth in Item 1.01
above.
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On July 8, 2019, the Company issued a press
release to disclose the untimely passing of Mr. John Boylan, a director of the Company. In the press release the Company stated
in part: “John was a friend and a colleague and we are deeply saddened by his passing,” said Matt Flemming, CEO of
SMG Industries, Inc. “He was always gracious with his time, support and experience sharing. We will be continually grateful
for John’s dedication, guidance and leadership as a member of the SMG Industries Board of Directors. Our thoughts and prayers
are with his family.”
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ITEM 7.01
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REGULATION FD DISCLOSURE
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SMG Industries Inc. (the “Registrant”) issued a
press release on June 27, 2019, pursuant to which it disclosed its completion of the acquisition of all of the membership interests
of Trinity Services LLC. A copy of the press release is attached hereto as Exhibit 99.1 and will be made available in the “Investor
Relations” section on the Registrant's website, at http://www.smgindustries.com.
The information furnished pursuant to this Item 7.01 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing
of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
The information furnished in this report shall not be deemed
to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information
or exhibits contains material information that is not otherwise publicly available. In addition, the Registrant does not assume
any obligation to update such information in the future.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Financial
Statements of Business Acquired
. SMG Industries Inc. intends to file financial statements required by this
Item 9.01(a)
under
the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after June 7, 2019.
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(b)
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Pro
Forma Financial Information
. SMG Industries Inc. intends to file the pro forma financial information that is required by this
Item 9.01(b)
under
the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after June 7, 2019.
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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: July 9, 2019
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SMG Industries Inc.
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By:
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/s/ Matthew Flemming
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Name:
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Matthew Flemming
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Title:
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Chief Executive Officer and President
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