M&A - SPAR Group, Inc.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Termination

Accession Number: 000143774925018341

Filing Summary: SPAR Group, Inc. has terminated its Agreement and Plan of Merger with Highwire Capital due to the failure of the merger to be consummated by the established closing deadline of May 22, 2025. The company issued a notice to Highwire Capital on May 23, 2025, confirming the immediate termination of the merger agreement. Following the termination, Highwire Capital is obligated to pay SPAR Group a termination fee by May 28, 2025, in accordance with the terms outlined in the merger agreement.

Form Type: DEF 14A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000143774925018248

Filing Summary: SPAR Group, Inc. is convening its 2025 Annual Meeting of Stockholders on June 12, 2025, to discuss several proposals including the reelection of seven board directors, advisory votes on executive compensation, and the adoption of a new stock compensation plan. A significant point of interest is the potential completion of a merger with Highwire Capital, LLC, which may result in Highwire being the sole stockholder and the delisting of SGRP's shares from Nasdaq. If the merger is finalized by the meeting date, stockholders will not be entitled to vote, and the meeting may not proceed as planned. The merger transaction was publicly announced and approved by stockholders on October 25, 2024, and every effort is being made to complete it before the meeting, with a deadline set for May 30, 2025. This merger entails Highwire acquiring all outstanding SGRP stock at a price of $2.50 per fully diluted share, amounting to approximately $58 million. The Board has emphasized the transaction's fairness and benefits for the Corporation and its stockholders.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925017177

Filing Summary: On May 14, 2025, SPAR Group, Inc. announced the proposed acquisition by Highwire Capital LLC, which is subject to various closing conditions. The company also declared non-reliance on its previously issued financial statements for the quarterly periods ended June 30, 2024, and September 30, 2024, due to errors in these reports that prompted a necessary restatement. The document cites the need for restating financial results by indicating a material weakness in internal control over financial reporting identified by the Audit Committee. Additionally, it discloses the sale of a 51% stake in a Brazilian joint venture completed on June 3, 2024, generating an economic benefit of approximately $5.9 million. The Current Report emphasizes the risks and uncertainties surrounding the acquisition and potential impacts on the company's operations, including financial reporting and strategic initiatives.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925016119

Filing Summary: SPAR Group, Inc. ("SGRP") reported that it has agreed to be acquired by Highwire Capital LLC, with various closing conditions pending. The acquisition was referenced as the Proposed Acquisition that had been previously discussed in a Form 8-K submitted on March 17, 2025. On May 6, 2025, the Board nominated and appointed Mr. James R. Brown, Sr. and Mr. Panagiotis Lazaretos to fill two vacant Board seats, following Mr. Robert G. Brown's request under the Change of Control, Voting and Restricted Stock Agreement (CIC Agreement). This move to fill vacancies comes at a crucial time as SGRP is preparing for the upcoming shareholder meeting scheduled for June 12, 2025, which relates to the mentioned acquisition. The document also emphasizes various risks associated with the Proposed Acquisition, including regulatory compliance and potential non-compliance with Nasdaq rules, as well as the possibility of management distraction from ongoing business operations due to the acquisition process.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925007997

Filing Summary: SPAR Group, Inc. (SGRP) is updating stakeholders about its planned acquisition by Highwire Capital LLC, a merger that is structured as an all-cash transaction. The acquisition was approved by SGRP’s stockholders during a special meeting held on October 25, 2024. Following the merger, SGRP's shares will no longer be traded publicly on Nasdaq. The latest communication from Nasdaq, received on March 11, 2025, confirmed that SGRP's Compliance Plan in relation to its annual meeting obligations was accepted, granting an extension until June 12, 2025, to hold the required annual meeting. Additionally, revisions to the financing of the proposed acquisition necessitated extended due diligence and negotiations, with the financing commitment now extended to April 15, 2025. The merger agreement specifies that if the acquisition is not completed by May 30, 2025, either party can terminate the agreement. This report includes forward-looking statements concerning potential risks and uncertainties surrounding the acquisition process and compliance with listing requirements.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000143774925000737

Filing Summary: SPAR Group, Inc. has announced that it is undergoing an acquisition in a merger transaction with Highwire Capital LLC, which has been approved by the stockholders. The agreement was entered into on August 30, 2024, with the special meeting for approval held on October 25, 2024. Following the proposed acquisition, SPAR's shares will no longer be traded on Nasdaq and will be privately owned by Highwire. Additionally, due to the company's failure to hold its Annual Meeting of stockholders in 2024, SPAR received a notice from Nasdaq regarding noncompliance with listing rules. SPAR has been given 45 days to submit a compliance plan to regain adherence to the annual meeting requirements. They are currently working on this plan.