Current Report Filing (8-k)
February 15 2019 - 7:14AM
Edgar (US Regulatory)
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):
February 15, 2019 (February 11, 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 400
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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 7.01 REGULATION
FD DISCLOSURE
SMG Industries Inc. (the “Registrant”) issued a
press release on February 11, 2019, pursuant to which it disclosed certain preliminary unaudited financial information for the
year ended December 31, 2018. 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.
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: February 15, 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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