Current Report Filing (8-k)
October 04 2018 - 4:46PM
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):
October 4, 2018 (September 27, 2018)
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
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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 2.01
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COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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On September 27,
2018, SMG Industries Inc. (“Company”) entered into an asset purchase and sale agreement (“Purchase
Agreement”) with the Madden Heritage Foundation, Steven Madden and Thomas Soriero (collectively the
“Sellers”) and completed the acquisition of approximately 850 downhole oil tools (the “Assets”), a
copy of which is attached hereto as Exhibit 99.1.
In connection with
the Purchase Agreement the Company issued an aggregate of 1,000,000 shares of its common stock (“Common Stock”) to
the Sellers in connection with the purchase of the Assets. The Assets consist of approximately 850 downhole oil tools which include
stabilizers, crossovers, drilling jars, roller reamers and bit subs, including both non-mag and steel units. The inventory was
purchased on a where is-as is basis from the Sellers.
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ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES
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The shares of our Common
Stock issued to the Sellers in connection with the Purchase Agreement were issued to the Sellers in a private transaction in reliance
upon exemptions from registration pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.
Our reliance on Section 4(a)(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities
was an isolated private transaction by us which did not involve a public offering; (b) there were only several offerees; (c) there
were no subsequent or contemporaneous public offerings of the securities by us; and (d) the negotiations for the sale of the stock
took place directly between the offerees and us.
On September 28, 2018,
the Company entered into a secured note purchase agreement with an individual accredited investor for the purchase and sale of
a convertible promissory note (“Note”) in the principal amount of $250,000. The Note is convertible at anytime after
the date of issuance into shares of the Company’s common stock at a conversion price of $.50 per share. The conversion price
is fixed at $.50 per share and does not have rachet or adjustment provisions with respect to the conversion price, except in connection
with stock splits and merger transactions. Interest on the Note shall be paid to the investor at a rate of 8.5% per annum, paid
on a quarterly basis, and the maturity date of the Note is two years after the issuance date. The Note is secured by all of the
assets of the Company, subject to prior liens and security interests. The Note was issued to the investor in a private transaction
in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated
thereunder.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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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: October 4, 2018
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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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SMG Industries (QB) (USOTC:SMGI)
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