SMG Industries, Inc. (SMGI)

[Clootch]

$SMGI - On September 19, 2017 (“ Closing Date ”), we entered into an Agreement and Plan of Share Exchange dated as of such date (the “ Exchange Agreement ”) with MG Cleaners LLC, a Texas limited liability company (“ MG ”) and all of the members of MG (the “ MG Members ”). On the Closing Date, pursuant to the Exchange Agreement, we acquired one hundred percent (100%) of the issued and outstanding membership interests of MG (“ MG Membership Interests ”) from the MG Members pursuant to which MG became our wholly owned subsidiary (“ Acquisition ”). In accordance with the terms of the Exchange Agreement, and in connection with the completion of the Acquisition, on the Closing Date we issued 4,578,276 shares of our common stock, par value $0.001 per share, and agreed to pay $300,000 in cash ($250,000 at closing) to the MG Members in exchange for all of the issued and outstanding MG Membership Interests. Additionally, on the Closing Date we issued 350,000 restricted shares of our common stock to certain officers and directors of the Company that resigned in connection with the Acquisition pursuant to our 2008 Long-Term Compensation Plan.