UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
(AMENDMENT NO. 1)
(Mark one)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2019
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:001-36827
pdvWireless, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0745043 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3 Garret Mountain Plaza
Suite 40
Woodland Park, NJ 07424
(Address of principal executive offices, zip code)
(973)771-0300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered) | ||
| Common Stock, $0.0001 par value | ATEX | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| 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. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s voting common stock held bynon-affiliates of the registrant based on the closing stock price of its common stock on the Nasdaq Capital Market on the last business day of its most recently completed second fiscal quarter, September 30, 2018, was $167,213,767.00. For purposes of this computation only, all executive officers, directors and 10% or greater stockholders have been deemed affiliates of the registrant.
As of May 10, 2019, there were 14,763,050 shares of registrant’s common stock outstanding.
EXPLANATORY NOTE
pdvWireless, Inc. (the “Company”) is filing this Amendment No. 1 on Form10-K/A (“Amendment”) to amend its Annual Report onForm 10-K for the year ended March 31, 2019 (the “Form10-K”), which was originally filed with the Securities and Exchange Commission on May 20, 2019. The purpose of this Amendment is to refile Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, to include the correct registration statement on FormS-3 to the list of registration statements that are incorporated by reference into the Independent Registered Public Accounting Firm’s report.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form10-K.
This Amendment is an exhibit-only filing. Except for the changes to Exhibits 23.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule13a-14(a) or15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
PART IV
| ITEM 15. | EXHIBITS |
(a) (3)Exhibits. The following exhibits are filed as part of this Form10-K/A:
| # | Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 15th day of July, 2019.
| pdvWireless, Inc. | ||
| By: | /s/ MORGAN E. O’BRIEN | |
Morgan E. O’Brien Chief Executive Officer | ||
