8-K - SPAR Group, Inc. | StockGist

AI Analysis

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SPAR Marketing Force, Inc., a wholly owned subsidiary of SPAR Group, Inc., entered into a $4,000,000 unsecured loan with PC Group, Inc., evidenced by a Senior Unsecured Promissory Note effective March 13, 2026, with SGRP as guarantor. The loan features 8% interest, interest-only payments, 36-month term to March 16, 2029, staggered funding, and issuance of 1,000,000 SGRP shares valued at $800,000 to reduce principal at maturity.

Key Takeaways

1$4,000,000 unsecured Senior Promissory Note issued by SMF to PC Group, effective March 13, 2026

2Initial $3,000,000 drawdown on March 16, 2026; remaining $1,000,000 available July 2026

38% fixed interest per annum with monthly interest-only payments starting April 17, 2026

4Maturity on March 16, 2029, with full principal repayment

51,000,000 shares of SGRP common stock at $0.80 per share ($800,000) issued to PC Group within 30 days, creditable against principal

6SGRP unconditionally guarantees all SMF obligations under the Note

7Equity price protection if SGRP issues shares below $0.80 during 36 months

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On March 14, 2026, SPAR Marketing Force, Inc. (" SMF "), a wholly owned subsidiary of SGRP and part of the Company,

Material Agreement

$4.0M$3.0M$1.0M$800.0K

Source Document

9.01

. Financial Statements and Exhibits. (d) Exhibits: 10.1 Unsecured Promissory Note and Share Grant effective as of March 13, 2026, issued by SPAR Marketing Force

Exhibits Only

Transaction Details

Material Agreement

Agreement: Senior Unsecured Promissory Note
Parties: SPAR Marketing Force, Inc. (Borrower), PC Group, Inc. (Lender), SPAR Group, Inc. (Guarantor)

•Loan amount of $4,000,000 funded in tranches: $3,000,000 initial on or before March 17, 2026, and $1,000,000 on or after July 17, 2026
•Interest at 8% per annum on 365-day basis, monthly interest-only payments starting April 17, 2026
•36-month term maturing March 16, 2029, prepayable without penalty
•Equity consideration: 1,000,000 unrestricted shares of SGRP common stock at $0.80 deemed value ($800,000), issued within 30 days, reduces principal at maturity
•Equity price protection: additional shares if SGRP issues below $0.80/share during term; credit limited to trading value up to $0.80/share
•Default interest at 12%; events include non-payment, bankruptcy, breach
•Governed by Utah law; SGRP provides SEC filings and notices to lender

Debt / Financing

Instrument: Senior Unsecured Promissory Note
Principal: 4000000
Rate: 8% per annum
Maturity: 2029-03-16

Exhibits (2)

10.1

EXHIBIT 10.1

8-K

FORM 8-K