BGSF, Inc. Reports Material Agreement Termination & Asset Deal
Ticker: BGSF · Form: 8-K · Filed: Sep 12, 2025 · CIK: 1474903
| Field | Detail |
|---|---|
| Company | Bgsf, Inc. (BGSF) |
| Form Type | 8-K |
| Filed Date | Sep 12, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $99 million, $43 million, $4.4 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: agreement-termination, acquisition, disposition
Related Tickers: BGSF
TL;DR
BGSF terminated a big deal and closed an asset transaction. Big moves happening.
AI Summary
BGSF, Inc. announced on September 8, 2025, the termination of a material definitive agreement and the completion of an acquisition or disposition of assets. The company, formerly known as BG Staffing, Inc., is headquartered in Plano, Texas.
Why It Matters
This filing indicates significant corporate actions, including the end of a key agreement and a change in the company's asset structure, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The termination of a material definitive agreement and completion of an asset disposition/acquisition suggests significant strategic shifts that could carry inherent business risks.
Key Players & Entities
- BGSF, INC. (company) — Registrant
- BG Staffing, Inc. (company) — Former Company Name
- LTN Staffing, LLC (company) — Former Company Name
- September 8, 2025 (date) — Date of earliest event reported
- September 12, 2025 (date) — Filing Date
- Plano, Texas (location) — Principal Executive Offices
FAQ
What was the nature of the material definitive agreement that was terminated?
The filing does not specify the nature of the material definitive agreement that was terminated.
What type of acquisition or disposition of assets was completed?
The filing does not provide details on the specific assets acquired or disposed of.
When was the material definitive agreement terminated?
The termination of the material definitive agreement was reported as of September 8, 2025.
When was the acquisition or disposition of assets completed?
The completion of the acquisition or disposition of assets was reported as of September 8, 2025.
Does this filing provide financial details related to the asset transaction?
No, this filing primarily reports the event and does not include detailed financial information regarding the asset transaction.
Filing Stats: 1,144 words · 5 min read · ~4 pages · Grade level 11.9 · Accepted 2025-09-12 17:20:13
Key Financial Figures
- $99 million — and BGSF Professional to Purchaser, for $99 million in cash (subject to adjustment as provi
- $43 million — all outstanding amounts (approximately $43 million) under, and terminated, that certain Am
- $4.4 million — all outstanding amounts (approximately $4.4 million) under, and terminated, that certain Am
Filing Documents
- bgsf-20250908.htm (8-K) — 41KB
- ex991pressreleaseinspyrclo.htm (EX-99.1) — 11KB
- ex992unauditedproformafina.htm (EX-99.2) — 206KB
- bgsf-20250908_g1.jpg (GRAPHIC) — 55KB
- bgstaffingstackedlogo2020a.jpg (GRAPHIC) — 714KB
- 0001474903-25-000125.txt ( ) — 1542KB
- bgsf-20250908.xsd (EX-101.SCH) — 2KB
- bgsf-20250908_def.xml (EX-101.DEF) — 5KB
- bgsf-20250908_lab.xml (EX-101.LAB) — 25KB
- bgsf-20250908_pre.xml (EX-101.PRE) — 18KB
- bgsf-20250908_htm.xml (XML) — 3KB
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement. The information in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
01 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K filed by BGSF, Inc. ("BGSF" or the "Company") with the Securities and Exchange Commission (the "SEC") on June 23, 2025, the Company entered into an Equity Purchase Agreement (the "Equity Purchase Agreement"), dated as of June 14, 2025, by and among INSPYR Solutions Intermediate, LLC, a Delaware limited liability company ("Purchaser"), the Company, BG Finance and Accounting, Inc., a Delaware corporation and subsidiary of the Company ("BG F&A"), and BGSF Professional, LLC, a Delaware limited liability company and subsidiary of the Company ("BGSF Professional"), pursuant to which, among other things, the Company agreed to (i) transfer, and cause its subsidiaries to transfer, to BGSF Professional certain assets, and cause BGSF Professional to assume, certain liabilities related to the Company's Professional Division, (ii) cause BGSF Professional to sell all of the issued and outstanding equity interests of the foreign subsidiaries of the Company (other than a 1% equity interest of a subsidiary of the Company located in India) to INSPYR Solutions Holdings Corporation, an affiliate of Purchaser, and (iii) sell all of the issued and outstanding equity interests of BG F&A and BGSF Professional to Purchaser, for $99 million in cash (subject to adjustment as provided in the Equity Purchase Agreement) and otherwise upon and subject to the terms and conditions set forth in the Equity Purchase Agreement (the "Transaction" or the "Sale"). On September 8, 2025, the Company completed the closing of the Transaction. In connection with the closing of the Transaction, on September 8, 2025, the Company repaid all outstanding amounts (approximately $43 million) under, and terminated, that certain Amended and Restated Credit Agreement, dated as of March 12, 2024, as amended, by and among the Company, the guarantors party thereto, the lenders party thereto, and BMO B
01 Regulations FD Disclosure
Item 7.01 Regulations FD Disclosure. On September 8, 2025, the Company issued a press release announcing the closing of the Transaction. The press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information . The unaudited pro forma consolidated statements of operations for the twenty-six week period ended June 29, 2025 and for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, and the unaudited pro forma consolidated balance sheet as of June 29, 2025, and the notes thereto, are filed as Exhibit 99.2 hereto and incorporated by reference herein. (d) Exhibits . Exhibit No. Description 2.1 Equity Purchase Agreement, dated as of June 14, 2025, among INSPYR Solutions Intermediate, LLC, BGSF Inc., BG Finance and Accounting, Inc., and BGSF Professional, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on June 23, 2025). * 99.1 Press Release of BGSF, Inc., dated September 8, 2025 99.2 Unaudited pro forma consolidated statements of operations for the twenty-six week period ended June 29, 2025 and for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, and unaudited pro forma consolidated balance sheet as of June 29, 2025, and the notes thereto. 104.0 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules (and similar attachments) to the SEC or its staff upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any of the schedules (and similar attachments) so furnished.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BGSF, INC. Date: September 12, 2025 /s/ Keith Schroeder Name: Title: Keith Schroeder Interim-Co Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Office and Principal Financial Officer)