Current Report Filing (8-k)
February 07 2018 - 12:37PM
Edgar (US Regulatory)
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):
February 5, 2018
SPECTRUM
GLOBAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
British
Columbia
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000-53461
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26-0592672
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
February 5, 2018, Spectrum Global Solutions, Inc. (the “Company”) completed its corporate jurisdiction continuation
from the jurisdiction of the Province of British Columbia to the jurisdiction of the State of Nevada in accordance with the Articles
of Conversion and the Articles of Incorporation (the “Nevada Articles”) filed with the Nevada Secretary of State.
Following the effectiveness of the continuation, the Company’s corporate existence will be governed by the laws of the State
of Nevada, the Nevada Articles and the Company’s by-laws (the “Nevada Bylaws”).
Copies
of the Articles of Conversion, the Nevada Articles and the Nevada Bylaws are filed herewith as Exhibits 3.1, 3.2 and 3.3, respectively,
and are incorporated herein by reference.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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At
the Special Meeting of Shareholders of the Company held on February 5, 2018, a total of 291,799,343 shares of the Company’s
common stock were present in person or represented by proxy, representing approximately 69% percent of the Company’s outstanding
common stock as of the December 29, 2017 record date. The following are the voting results for the proposal considered and voted
upon at the meeting, which was described in the Company’s proxy statement/prospectus filed with the Securities and Exchange
Commission on December 29, 2017.
Proposal
A
proposal to approve the special resolutions to authorize the Company to complete a continuance of the Company from the jurisdiction
of the Province of British Columbia to the State of Nevada. The votes were cast as follows:
Votes “FOR”
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Votes AGAINST
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Votes ABSTAINED
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Broker Non-Votes
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291,744,343
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5,000
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50,000
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-
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Based
on the foregoing votes, the Proposal was approved.
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:
February 7, 2018
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SPECTRUM
GLOBAL SOLUTIONS, INC.
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By:
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/s/
Roger Ponder
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Name:
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Roger
Ponder
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
3