SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 31, 2021
EVOLVING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation) | 001-34261
(Commission File Number) | 84-1010843
(I.R.S. Employer Identification No.) |
| | 9800 Pyramid Court, Suite 400, Englewood, Colorado 80112 | |
| | (Address of principal executive offices) | |
Registrant's telephone number, including area code: (303) 802-1000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | EVOL | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 31, 2021, Evolving Systems, Inc., a Delaware corporation (“Evolving Systems”) closed on the terms of the Equity Purchase Agreement, dated as of October 15, 2021, by and among Evolving Systems, Evolving Systems Holdings Limited, ETI-NET Inc., Investissements Riv Europe Ltee, and Said Hini, and the software purchase agreements executed simultaneously with the Equity Purchase Agreement. The company received cash proceeds of $36,032,899.37 and may receive up to an additional $2,500,000 upon the conclusion of the escrow term.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 3, 2022
| | Evolving Systems, Inc. |
| | | |
| | By: | /s/ Mark P. Szynkowski |
| | | Mark P. Szynkowski |
| | | Senior Vice President of Finance |
