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
- 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
- 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
Insights
SPAR Group faces potential Nasdaq compliance issues for late Q1 2025 filing, but has 60 days to submit remediation plan.
SPAR Group has received mixed news regarding its Nasdaq listing compliance. The company is in compliance with its 2024 Form 10-K filing, which was submitted on May 16th. However, SPAR has failed to timely file its Q1 2025 Form 10-Q, triggering a deficiency notice from Nasdaq for non-compliance with Listing Rule 5250(c)(1).
While concerning, investors should understand that this deficiency notice does not immediately affect the listing or trading of SPAR's shares. Nasdaq has provided the company 60 calendar days to submit a compliance remediation plan. If Nasdaq accepts this plan, SPAR could receive an exception until October 13, 2025, to regain full compliance.
The timeline is significant - SPAR now faces a critical deadline to either file the overdue Q1 report or develop a convincing remediation strategy. Failure to satisfy Nasdaq could eventually lead to delisting proceedings, which would force institutional investors to divest and likely cause significant share price volatility.
This situation raises questions about the company's financial reporting processes. Late filings often indicate potential accounting complexities, internal control issues, or resource constraints within the financial reporting function. While SPAR states they are working "diligently" to complete the filing, the absence of a specific completion date or explanation for the delay creates uncertainty.
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
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