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):April 2, 2020
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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: None.
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
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 companyo
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.o
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 2, 2020, in connection with that certain Senior Secured Convertible Promissory Note due October 17, 2020, in the principal amount of $1,571,133.67 (the “Note”), Spectrum Global Solutions, Inc. (the “Company”) paid the noteholder a $20,000 modification fee in order to avoid an event of default under the Note and receive payment forbearance for a period of 30 days.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On April 8, 2020, the Company filed an amendment No. 2 to its Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock (the “Amendment No.2”) with the Secretary of State of the State of Nevada, effective immediately. Amendment No. 2 amended the conversion price of the Series A Convertible Preferred Stock (the “Series A Preferred”) and provided that the conversion price of the Series A Preferred shall be $0.01 (the “Fixed Conversion Price”), subject to adjustment for any reverse stock splits, dividends, and similar occurrences. However, under no circumstances shall the Fixed Conversion Price fall below $0.01. In addition, Section 3 of Amendment No. 1 to the Certificate of Designation of Series A Convertible Preferred Stock of the Company was deleted.
The foregoing description of the Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full texts of the Amendment No. 2, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| 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: April 9, 2020
| | SPECTRUM GLOBAL SOLUTIONS, INC. |
| | | |
| | By: | /s/ Roger Ponder |
| | Name: | Roger Ponder |
| | Title: | Chief Executive Officer |
| | | |
