Current Report Filing (8-k)
November 13 2017 - 4:13PM
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):
November 13, 2017
SMG INDIUM RESOURCES LTD.
(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
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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710 N. Post Oak Road, Suite 400
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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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.
¨
INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS
- This report and the exhibit or exhibits attached hereto, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s
good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond
the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief
concerning future developments and their potential effect upon the Company. There can be no assurance that future developments
will be in accordance with management’s expectations or that the effect of future developments on the Company will be those
anticipated by management.
The words “believes,”
“expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,”
“will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of
the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance
or achievements expressed or implied by such forward-looking statements.
Readers are cautioned
not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this
Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements,
which may be made to reflect events or circumstance after the date hereof or to reflect the occurrence of unanticipated events,
conditions or circumstances. For additional information about risks and uncertainties that could adversely affect the Company’s
forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including
its Current Report on Form 8-K dated September 19, 2017, as amended on October 27, 2017.
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ITEM 2.02.
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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On November 13,
2017, SMG Indium Resources, Ltd. (the “Company”) issued a press release reporting its results for the nine months and
three months ended September 30, 2017. A copy of the earnings release issued by the Company with respect to these matters is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The information in the earnings release and in this Item 2.02 is “furnished”
and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the
liabilities of that section. Such information may be incorporated by reference in another filing under the Securities and Exchange
Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such
information.
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ITEM 7.01.
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REGULATION FD DISCLOSURE
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The information
included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into
this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished”
and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the
liabilities of that section. It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934
or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated
by reference herein.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(c)
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The following document is filed herewith as an exhibit to this Form 8-K:
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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: November 13, 2017
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SMG Indium Resources LTD.
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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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