SPAR Group Files 8-K with Corporate Details

TL;DR

SPAR Group filed an 8-K on 6/5/24 updating corporate info. Nothing major disclosed yet.

AI Summary

SPAR Group, Inc. filed an 8-K on June 5, 2024, reporting other events and financial statements. The filing details the company's principal executive offices located at 1910 Opdyke Court, Auburn Hills, MI 48326, and its telephone number (248) 364-7727. No specific financial transactions or material events were detailed in the provided text excerpt.

Why It Matters

This filing provides updated corporate information for SPAR Group, Inc., which is essential for investors and stakeholders to track the company's official contact and location details.

Risk Assessment

Risk Level: low — The filing is routine and primarily provides corporate contact and location information without disclosing significant new risks or material events.

Key Players & Entities

• SPAR Group, Inc. (company) — Registrant
• June 5, 2024 (date) — Date of earliest event reported
• 1910 Opdyke Court, Auburn Hills, MI 48326 (location) — Principal Executive Offices
• (248) 364-7727 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock , $0.01 par value SGRP The Nasdaq Stock Mar
• $2.50 — to acquire all of the stock of SGRP for $2.50 per fully diluted share in cash, repres
• $58,000,000 — esenting an aggregate purchase price of $58,000,000 (subject to certain adjustments) (the "

Filing Documents

• sgrp20240601_8k.htm (8-K) — 36KB
• ex_683712.htm (EX-99.1) — 21KB
• spar01.jpg (GRAPHIC) — 8KB
• 0001437749-24-019274.txt ( ) — 209KB
• sgrp-20240605.xsd (EX-101.SCH) — 3KB
• sgrp-20240605_def.xml (EX-101.DEF) — 11KB
• sgrp-20240605_lab.xml (EX-101.LAB) — 15KB
• sgrp-20240605_pre.xml (EX-101.PRE) — 11KB
• sgrp20240601_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. SGRP is pleased to announce that it has entered into a non-binding Letter of Intent (" LOI ") with Highwire Capital, LLC (" Highwire "), pursuant to which Highwire intends to acquire all of the stock of SGRP for $2.50 per fully diluted share in cash, representing an aggregate purchase price of $58,000,000 (subject to certain adjustments) (the " Proposed Acquisition "), subject to (among other things) completion of mutually acceptable definitive documentation and approval by SGRP's stockholders. SGRP's press release announcing the Proposed Acquisition is attached to and made part of this Current Report as Exhibit 99.1. As previously disclosed in the Current Report on Form 8-K filed by SGRP with the SEC on September 13, 2022, the Board of Directors of SGRP (the " Board ") initiated a process and formed a Special Committee of the Board (the "Special Committee") to consider a full range of strategic alternatives, including a sale, merger, divestiture, recapitalization, going private, and other strategic transactions, or continuing to operate as a public, independent company. As part of this process, SGRP has retained Lincoln International LLC as its financial advisor to assist with this strategic review process. Also, as part of this process and previously reported, SGRP sold its joint venture interests in Australia, Brazil, China and South Africa, sold its joint venture interests in its subsidiary based in Atlanta, GA ( i.e. , NMS), and purchased the remaining joint venture interests in its subsidiaries based in Jacksonville, FL ( i.e. , Resource Plus). As a result of the thorough analysis and process conducted by the Board and the Special Committee to evaluate the strategic alternatives discussed above, SGRP has entered into the LOI following unanimous approval by the Board and Special Committee. Other than a defined term of exclusivity and certain standard legal terms, the LOI is non-binding, in all respects, and neither party has an oblig

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K and its exhibits (collectively, this " Current Report ") contain "forward-looking statements" within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, the Company, and this Current Report has been filed by SGRP with the SEC. "Forward-looking statements" are defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and other applicable Securities Laws. All statements (other than those that are purely historical) are forward-looking statements. Words such as "may," "will," "expect," "intend," "believe," "estimate," "anticipate," "continue," "plan," "project," or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Company in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors (" Risks "). Those Risks include (without limitation): the impact of the news of the Proposed Acquisition or developments in it; the uncertainty of completion of mutually acceptable definitive documentation, approval by SGRP's stockholders and satisfaction of other closing conditions respecting the Proposed Acquisition; the impact of the Company's continued strategic review process, or any resulting action or inaction, should the Proposed Acquisition not occur; the impact of selling certain of the Company's subsidiaries or any resulting impact on revenues, earnings or cash; the impact of adding new directors or new finance team members; the potential negative effects of any stock repurchase and/or payment; the potential continuing negative effects of the COVID pandemic on the Company's business; the Company's potential non-compliance with applicable Nasdaq director independence, bid price or other rules; the Company's cash flow or financial condition; and plans, intentions,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: 99.1 SGRP Press Release Highwire acquisition Letter of Intent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized. SPAR Group, Inc. Date: June 5, 2024 By: /s/ Michael R. Matacunas, President & CEO Michael R. Matacunas, President & CEO

View Full Filing

View this 8-K filing on SEC EDGAR