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Note 12 - Subsequent Events
 6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

12.

Subsequent Events

 

With the exception of those below, there are no additional subsequent events through August 14, 2024, the date these unaudited condensed consolidated financial statements were available for issuance.

 

Potential Going Private Transaction

 

As previously announced on June 5, 2024, SGRP has entered into a letter of intent ("LOI") with Highwire Capital ("Highwire"), pursuant to which Highwire intends to acquire all of the stock of SGRP for $2.50 per fully diluted share in cash, representing an aggregate purchase price of $58,000,000 (subject to certain adjustments) subject to (among other things) completion of mutually acceptable definitive documentation and approval by SGRP’s stockholders. This proposed acquisition was unanimously approved by the Board and a Special Committee of Independent Directors after lengthy evaluations of a full range of strategic alternatives. The LOI is non-binding, in all respects, other than a defined term of exclusivity and certain legal terms. The LOI set forth a forty-five day minimum exclusivity term in favor of Highwire, automatically extended by successive two-week increments in the event SGRP and Highwire continue to negotiate in good faith toward entering into a material definitive agreement. As of the date of this Quarterly Report, SGRP and Highwire continue in good faith to negotiate definitive merger documents so the agreed upon exclusivity currently continues in effect.

 

Agreement to sell SPAR's 100% ownership interest in SPAR Japan

 

On July 23, 2024, the company entered into an agreement to sell its 100% ownership interest in SPAR Japan for an estimated $500,000 (depending upon final exchange rates).  The sale is expected to close on August 30, 2024 and there are no closing conditions in the agreement.