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SPAR Group, Inc. Receives Nasdaq Notices: In Compliance Letter for Its Form 10-K 2024 Filing; and Deficiency Notice for Failure to Timely File Its Form 10-Q for the First Quarter 2025

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SPAR Group (NASDAQ: SGRP) received two notifications from Nasdaq regarding its financial filings. On May 21, 2025, Nasdaq confirmed SGRP's compliance with its Form 10-K filing. However, on May 22, 2025, the company received a deficiency notice for failing to file its Q1 2025 Form 10-Q on time, violating Listing Rule 5250(c)(1). While this notice doesn't immediately affect SGRP's stock listing, the company has 60 days to submit a compliance plan. If accepted, Nasdaq may grant an extension until October 13, 2025, to regain compliance. SPAR Group states it's working to complete the Q1 2025 Form 10-Q and expects to maintain SEC reporting compliance thereafter.
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Positive

  • Company's 2024 Form 10-K filing is in compliance with Nasdaq requirements
  • No immediate effect on stock listing despite late Q1 2025 filing
  • Potential extension until October 2025 to regain compliance if plan is accepted

Negative

  • Failed to timely file Q1 2025 Form 10-Q
  • Currently not in compliance with Nasdaq Listing Rule 5250(c)(1)
  • Risk of potential delisting if compliance plan is not accepted or executed

News Market Reaction

-1.45%
1 alert
-1.45% News Effect

On the day this news was published, SGRP declined 1.45%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

AUBURN HILLS, Mich., May 28, 2025 (GLOBE NEWSWIRE) -- SPAR Group, Inc. (NASDAQ: SGRP) (“SGRP”, “SPAR Group” or the “Company”), a provider of merchandising, marketing and distribution services announced two Nasdaq notifications today. On May 21, 2025, SGRP received a notification letter from Nasdaq stating that SPAR Group is in compliance with regard to its Annual Report on Form 10-K filed on May 16th. On May 22, 2025, Nasdaq notified SGRP that it did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025. Based on this latest notice, the Company is not in compliance with Listing Rule 5250 (c)(1), which requires the Company to timely file all required periodic financial reports with the Securities and Exchange Commission.

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 2025 Form 10-Q, 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 filed on May 23, 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”).

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

What is the current Nasdaq compliance status of SPAR Group (SGRP)?

SPAR Group is currently not in compliance with Nasdaq Listing Rule 5250(c)(1) due to failing to file its Q1 2025 Form 10-Q on time, though its 2024 Form 10-K filing is compliant.

Will SPAR Group (SGRP) be delisted from Nasdaq due to the late Q1 2025 filing?

Not immediately. SGRP has 60 days to submit a compliance plan, and if accepted, Nasdaq 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?

SGRP has 60 calendar days from the May 22, 2025 notification to submit its plan to regain compliance with Nasdaq listing requirements.

How long does SPAR Group (SGRP) have to regain Nasdaq compliance?

If Nasdaq accepts SGRP's compliance plan, the company may receive an extension until October 13, 2025, to regain compliance with the listing rules.
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