SPAR Group, Inc. Receives Nasdaq Notice of Late Filing of its Form 10-K

Rhea-AI Summary

SPAR Group (NASDAQ: SGRP) has received a notification from Nasdaq due to failing to file its Annual Report Form 10-K for fiscal year 2024 within the extended deadline. The notice, received on April 23, 2025, does not immediately affect the company's stock listing or trading status.

Key points:

• Nasdaq has given SPAR Group 60 calendar days to submit a compliance plan
• If the plan is accepted, SPAR may receive an extension until October 13, 2025 to regain compliance
• The company is actively working to complete its 2024 10-K filing
• Future periodic filings are expected to be made on time

The announcement also mentions a proposed acquisition by Highwire, though details are limited. The company notes that the acquisition's closing timeline remains uncertain and may be affected by various conditions, including financing arrangements and other requirements.

Positive

• Nasdaq has provided 60 calendar days to submit compliance plan
• Company may receive extension until October 13, 2025 to regain compliance if plan is accepted
• No immediate effect on stock listing or trading

Negative

• Failed to file Form 10-K for FY2024 within extended deadline
• Received Nasdaq non-compliance notice
• Company missed both initial and 15-day extension period for annual report filing
• Risk of potential delisting if compliance plan is not accepted or executed

Insights

Financial Compliance Analyst

SPAR Group received Nasdaq non-compliance notice for late 10-K filing; has 60 days to submit remediation plan with potential extension to October 2025.

SPAR Group has triggered a formal Nasdaq compliance procedure by failing to file its 2024 annual report on Form 10-K, even after utilizing the 15-day extension period provided by Form 12b-25. This represents a significant regulatory event, though the notification explicitly has no immediate effect on the company's listing status or share trading.

The compliance process now follows a standard timeline: SPAR Group has 60 calendar days to submit a remediation plan to Nasdaq. If the plan is accepted, the company could receive an exception until October 13, 2025 to fully resolve the issue and file the required documents. This extended timeline provides a regulatory buffer but also creates a prolonged period of financial disclosure uncertainty.

Notably, the company has not provided specific reasons for the filing delay in this announcement, which limits investors' ability to assess whether this represents a temporary administrative issue or potentially more significant underlying concerns. The absence of timely 10-K filing means investors currently lack access to audited financial information for the most recent fiscal year, creating an information gap that increases investment uncertainty.

AUBURN HILLS, Mich., April 28, 2025 (GLOBE NEWSWIRE) -- SPAR Group, Inc. (NASDAQ: SGRP) (“SGRP”, “SPAR Group” or the “Company”), a provider of merchandising, marketing and distribution services announced today that it received a notification letter (the “Notice”) from Nasdaq on April 23, 2025, because it did not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Report”) within the 15-calendar day extension period provided by the Form 12b-25 filing.

The Notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s shares. Nasdaq has provided the Company 60 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception until October 13, 2025 to regain compliance with the Nasdaq Listing Rules.

The Company continues to work diligently to complete its Fiscal Year 2024 10-K, with subsequent periodic filings made on-time, after which the Company anticipates maintaining compliance with its SEC reporting obligations.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notice.

Forward Looking Statements

This Press Release (this “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. There also are “forward-looking statements” contained in SGRP's definitive Proxy Statement respecting its 2025 Annual Meeting of Stockholders (the “Proxy Statement”), which SGRP expects to file on or about April 30, 2025, with the Securities and Exchange Commission (the “SEC”), and SGRP's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC.

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 Company in this Press Release may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors (“Risks”). Those Risks include (without limitation): the impact of the news of the proposed acquisition of the Corporation by Highwire (the “Proposed Acquisition”) or developments in it, and the uncertainty of the closing of the Proposed Acquisition within the anticipated time period, or at all, due to any reason, including any failure to satisfy the conditions to the consummation of the Proposed Acquisition or to complete any necessary financing arrangements.

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 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 subsidiaries, 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 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 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.

About SPAR Group, Inc.

SPAR Group is a leading merchandising and marketing services company, providing a broad range of services to retailers, manufacturers, and distributors. With more than 50 years of experience, the company distinguishes itself from the competition by offering flexible, scalable and innovative solutions to some of the world’s leading brands and retailers. For more information, please visit the SPAR Group’s website at http://www.sparinc.com.

Investor Relations Contact:

Three Part Advisors, LLC
Sandy Martin
smartin@threepa.com
214-616-2207

Source: SPAR Group, Inc.

FAQ

Why did SPAR Group (SGRP) receive a Nasdaq notice in April 2025?

SPAR Group received a Nasdaq notice on April 23, 2025, for failing to file its 2024 Annual Report (Form 10-K) within the 15-day extension period provided by Form 12b-25.

Will SPAR Group (SGRP) be delisted from Nasdaq due to late filing?

No immediate delisting - the notice has no immediate effect on SGRP's listing or trading. Nasdaq gave SPAR Group 60 days to submit a compliance plan and may grant an extension until October 13, 2025, to regain compliance.

What is the deadline for SPAR Group (SGRP) to submit its compliance plan to Nasdaq?

SPAR Group has 60 calendar days from April 23, 2025, to submit their plan to regain compliance with Nasdaq listing rules.

How long does SPAR Group (SGRP) have to file its 2024 Form 10-K?

If Nasdaq accepts SPAR Group's compliance plan, the company may receive an extension until October 13, 2025, to file its 2024 Form 10-K and regain compliance.

What is the status of SPAR Group's (SGRP) proposed acquisition by Highwire?

The press release mentions uncertainty about the Highwire acquisition closing within the anticipated time period, with completion subject to various conditions including satisfaction of closing conditions and necessary financing arrangements.