Current Report Filing (8-k)
January 15 2021 - 5:23AM
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):
January 14, 2021 (December 31, 2020)
SMG
INDUSTRIES INC.
(Exact name of registrant as specified in
its charter)
Delaware
|
|
000-54391
|
|
51-0662991
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
710 N. Post Oak Road, Suite 315
|
|
|
Houston, Texas
|
|
77024
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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 1.02
|
TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
|
On February 27, 2020, the Company,
James E. Frye (“Frye”) and 5J Oilfield Services LLC (“5J Oilfield”) entered into a membership interest
purchase agreement (“Purchase Agreement”) pursuant to which the Company acquired 100% of the membership interests
of 5J Oilfield from Frye in exchange for certain consideration, which included the issuance to Frye of 6,000 shares of SMGI Series B
Convertible Preferred Stock, with a stated value of $1,000 per share in accordance with the Certificate of Designation of Preferences,
Rights and Limitations of 5% of Series B Convertible Preferred Stock dated effective January 1, 2020 ( “SMGI Preferred
Shares”).
On December 31, 2020, the Company, Frye and 5J Oilfield entered into an Amendment and Partial Recission of
Membership Interest Purchase Agreement (“Recission Agreement”), effective as of February 27, 2020 (the “Effective
Date”), pursuant to which the parties agreed to rescind the issuance of the SMGI Preferred Shares to Frye as of the Effective
Date. There have not been any distributions, payments or other transactions effected with respect to the SMGI Preferred Shares
between the issuance date and the date of the Recission Agreement. After this transaction was completed, none of the SMGI Preferred
Shares are issued and outstanding.
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: January 14, 2021
|
SMG Industries Inc.
|
|
|
|
|
By:
|
/s/ Jeffrey Martini
|
|
Name:
|
Jeffrey Martini
|
|
Title:
|
Chief Executive Officer
|
SMG Industries (QB) (USOTC:SMGI)
Historical Stock Chart
From Apr 2024 to May 2024
SMG Industries (QB) (USOTC:SMGI)
Historical Stock Chart
From May 2023 to May 2024