UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):September 5, 2018
SPECTRUM GLOBAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-53461 | | 26-0592672 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
300 Crown Oak Centre
Longwood, Florida 32750
(Address of Principal Executive Offices)
(407) 512-9102
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
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 5.03 Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.
On September 5, 2018, Spectrum Global Solutions, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect a 1-for-200 reverse stock split (the “Reverse Stock Split”) with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment became effective on September 5, 2018.
The Reverse Stock Split was previously approved by the board of directors and the majority of stockholders of the Company. The Reverse Stock Split was deemed effective at the open of business on September 10, 2018. The Reverse Stock Split will not affect the total number of shares of common stock that the Company is authorized to issue, which is 750,000,000 shares. The Reverse Stock Split will also not affect the total number of shares of Series A preferred stock that the Company is authorized to issue, which is 8,000,000 shares, and the total number of shares of Series B preferred stock that the Company is authorized to issue, which is 1,000 shares. Fractional shares resulting from the Reverse Stock Split will be rounded up to the next whole number.
The Company’s common stock will trade under the stock symbol “SGSID” for the next 20 business days. After the 20 business days, the Company’s stock symbol will revert back to “SGSI.”
The Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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: September 11, 2018
| | SPECTRUM GLOBAL SOLUTIONS, INC. |
| | | |
| | By: | /s/ Roger Ponder |
| | Name: | Roger Ponder |
| | Title: | Chief Executive Officer |
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