Blog: SPAR GROUP, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure

The Corporation issued a Press Release (the “Press Release”) on September 8,
2022, announcing that the Corporation’s Board of Directors (the “Board”), has
begun a process to consider a full range of strategic alternatives, including a
sale, merger, divestiture, recapitalization, going private, other strategic
transactions, or continuing to operate as a public, independent company. As part
of that process, the Corporation has retained Lincoln International LLC as its
financial advisors to assist with this strategic review process.

The Corporation does not intend, assume any obligation, or promise to publicly
update or revise any information respecting this strategic review process.

The Press Release is attached hereto and furnished herewith as Exhibit 99.1 and
is incorporated by reference into this Current Report. The description of this
strategic review process in this Current Report is qualified in its entirety by
the attached Press Release.

Forward Looking Statements

This Current Report (including the attached Press Release) contains
“forward-looking statements” within the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, made by, or respecting, the Company,
and this Current Report (including the attached Press Release) has been filed by
the Corporation with the SEC. “Forward-looking statements” are defined in
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and other applicable federal and state securities laws, rules
and regulations, as amended (together with the Securities Act and the Exchange
Act, “Securities Laws”).

All statements (other than those that are purely historical) are forward-looking
statements. 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 (including the attached Press Release) may include (without limitation)
statements regarding: risks, uncertainties, cautions, circumstances and other
factors (“Risks”) such as (among other things) the impact of the strategic
review process or any resulting action or inaction, the impact of adding new
directors to the Board, the potential negative effects of any stock issuance
and/or payment, the potential negative effects of the novel coronavirus and
COVID-19 pandemic on the Company’s business, the Corporation’s compliance with
applicable Nasdaq Audit Committee and director independence rules, the Company’s
cash flow or financial condition, or the pursuit or achievement of the Company’s
corporate objectives.

You should carefully review and consider the Company’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 (including the attached Press Release), 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, 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 Company’s current views about
future events and circumstances. Although the Company 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 Company, since they are subject to Risks
and other assumptions, changes in circumstances and unpredictable events (many
of which are beyond the Company’s control). In addition, new Risks arise from
time to time, and it is impossible for the Company to predict these matters or
how they may arise or affect the Company. Accordingly, the Company 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 Company’s common
stock.

These forward-looking statements reflect the Company’s Expectations, views,
Risks and assumptions only as of the date of this Current Report (including the
attached Press Release), and the Company 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release dated September 8, 2022, from SPAR Group, Inc.
Announces Review of Strategic Alternatives, as furnished herewith.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).

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