ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 23, 2023, SMG Industries Inc. (the "Company") issued a press release
reporting its preliminary revenue results for the year ended December 31, 2022.
A copy of the release issued by the Company with respect to these matters is
attached hereto as Exhibit 99.1 and incorporated herein by reference. The
information in the release and in this Item 2.02 is "furnished" and not "filed"
for purposes of Section 18 of the Securities and Exchange Act of 1934, or
otherwise subject to the liabilities of that section. Such information may be
incorporated by reference in another filing under the Securities and Exchange
Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such
subsequent filing specifically references such information.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 27, 2023, the Company issued an aggregate of 6,772,737 shares of its
common stock, par value $.001 per share ("Common Stock") to various holders of
the Company's promissory notes in exchange for the noteholders agreeing to
extend the maturity date of an aggregate of $4,515,157 of the Company's
outstanding promissory notes to June 30, 2023. All of the shares of Common Stock
were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
On January 27, 2023, the Company issued an aggregate of 2,000,000 shares of its
Common Stock to four purchasers of promissory notes in the principal amount of
$1,000,000, and all of the shares of Common Stock were issued pursuant to
Section 4(2) of the Securities Act of 1933, as amended. On January 27, 2023, the
Company issued 500,000 shares of its Common Stock to an advisor in connection
with the execution of an advisory agreement with such advisor, all shares issued
thereunder were issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended.
ITEM 7.01. REGULATION FD DISCLOSURE
The information included in Item 2.02 of this Form 8-K, including the press
release attached as Exhibit 99.1, is incorporated by reference into this Item
7.01 in satisfaction of the public disclosure requirements of Regulation FD.
This information is "furnished" and not "filed" for purposes of Section 18 of
the Securities and Exchange Act of 1934, or otherwise subject to the liabilities
of that section. It may be incorporated by reference in another filing under the
Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and
to the extent that, such subsequent filing specifically references the
information incorporated by reference herein.
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SMG INDUSTRIES INC. 
