SPAR Group Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): May 21, 2025

 

 

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Registrant's telephone number, including area code: (248) 364-7727

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

SPAR Group, Inc. ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company", "SPAR" or "SPAR Group") has listed its shares of common stock, par value $0.01 ("Common Stock") for trading through the Nasdaq Stock Market LLC ("Nasdaq") under the trading symbol "SGRP" and periodically files reports with the Securities and Exchange Commission ("SEC"). Reference is made to: (a) SGRP's 2024 Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on May 16, 2025, and (b) SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (together with the 2024 Annual report, each an "SEC Report").

 

 

 

 

As a result of its failure to file its Form 10-K for the period ended December 31, 2024, SGRP received a notification letter from Nasdaq dated April 23, 2025 (the "First Nasdaq Noncompliance Letter"), stating that SGRP no longer complied with Nasdaq Listing Rule 5250 requiring listed companies to timely file all periodic financial reports (the “Listing Rule”). On April 28, 2025, SGRP issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that SGRP had received the First Nasdaq Noncompliance Letter. On May 16, 2025 SGRP filed its Form 10-K for the period ended December 31, 2024. On May 21, 2025 SGRP received a notification letter from Nasdaq (the "Nasdaq Compliance Letter") stating that it had determined that SGRP is again in compliance with Rule 5250. 

 

On May 28, 2025, SGRP issued a press release announcing that SGRP had received the Nasdaq Compliance Letter. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference in its entirety.

 

 

As a result of its failure to file its Form 10-Q for the period ended March 31, 2025 (the “Filing”), SGRP received a notification letter from Nasdaq dated May 22, 2025 (the "Second Nasdaq Noncompliance Letter"), stating that SGRP no longer complies with the Listing Rule. The Second Nasdaq Noncompliance Letter states that SGRP must submit a compliance plan to Nasdaq within 60 calendar days, or by July 21, 2025, to regain compliance with the Listing Rule (the "Compliance Plan"). If Nasdaq in its discretion accepts the Compliance Plan, Nasdaq can grant an exception of up to 180 calendar days from the Filing’s due date, or until October 13, 2025, for SGRP to regain compliance with the Listing Rule. If Nasdaq does not accept the Compliance Plan, then SGRP will have an opportunity to appeal that decision to a Nasdaq Hearings Panel. The Second Nasdaq Noncompliance Letter has no immediate effect on the listing or trading of SGRP’s Common Stock on Nasdaq. SGRP is working diligently to complete its Compliance Plan and the Filing.

 

On May 28, 2025, SGRP issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that SGRP had received the Second Nasdaq Noncompliance Letter. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference in its entirety.

 

 

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 Corporation and its subsidiaries. "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act, and other applicable federal and state securities laws, rules and regulations, as amended.

 

Readers can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. 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 Corporation in this Current Report on Form 8-K may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): the uncertainty of the contents and submission timing of the Compliance Plan or Nasdaq's acceptance of it; potential non-compliance with applicable Nasdaq rules regarding the filing of periodic financial reports, director independence, bid price or other rules; the uncertainty of the Corporation's ability to implement the Corporation's annual meeting compliance plan with Nasdaq; any potential non-compliance with applicable Nasdaq annual meeting, director independence, bid price or other rules; the impact of selling certain of the Corporation's subsidiaries or any resulting impact on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations.

 

 

For additional information and risk factors that could affect SPAR Group, see its 2023 Annual Report and other SEC Reports as filed with the SEC. The information contained in this Current Report on Form 8-K is made only as of the date hereof, even if subsequently made available by the Corporation on its website or otherwise.

 

You should carefully review and consider the Corporation's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report on Form 8-K, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Corporation's current views about future events and circumstances. Although the Corporation believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Corporation's common stock.

 

These forward-looking statements reflect the Corporation's Expectations, views, Risks and assumptions only as of the date hereof, and the Corporation does not intend, assume any obligation, or promise to publicly update or revise any forward- looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.

 

 

 

 

 

 

 

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.