Item 7.01 - Regulation FD Disclosure.

Beginning on June 16, 2023, SMG Industries Inc. (the "Company") intends to mail an information statement to holders of the Company's issued and outstanding common stock (the "Stockholders"), in connection with the Company's request that a majority of Stockholders of record as of the close of business on June 7, 2023 approve, in the manner and for the purposes specified in the information statement, the proposed issuance by the Company of certain debt-to-equity conversion rights to certain holders of non-convertible debt of the Company. A copy of the information statement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

99.1 Information Statement, dated June 16, 2023

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