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 14, 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 14, 2020, Spectrum Global Solutions, Inc. (the “Company”) and WaveTech GmbH (“WaveTech”), a German corporation, entered into Amendment No. 2 (the “Amendment No.2”) to the Share Purchase Agreement (the “Purchase Agreement”) entered into by the Company and WaveTech on July 15, 2019, as amended by Amendment No. 1 to the Purchase Agreement on November 14, 2019, and previously disclosed in Current Reports on Form 8-K, filed by the Company on July 18, 2019 and November 18, 2019, respectively. The Amendment No.2 amended certain provisions regarding the maximum number of shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”) issuable in connection with the transaction contemplated under the Purchase Agreement and the terms of conversion and adjustments of the Series C Preferred Stock. The foregoing summary of the Amendment No. 2 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment No. 2, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On April 14, 2020, 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-300 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 April 14, 2020 with the State of Nevada, and on April 20, 2020, Financial Industry Regulatory Authority, Inc. (FINRA) made the announcement of the Reverse Stock Split.
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 April 21, 2020. As a result of the Reverse Stock Split, every three hundred (300) shares of outstanding common stock of the Company as of April 14, 2020 were converted into one (1) share of common stock. 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: April 20, 2020
| | SPECTRUM GLOBAL SOLUTIONS, INC. |
| | | |
| | By: | /s/ Roger Ponder |
| | Name: | Roger Ponder |
| | Title: | Chief Executive Officer |
| | | |
