Current Report Filing (8-k)
July 18 2019 - 6:01AM
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):
July 15, 2019
SPECTRUM
GLOBAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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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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☐
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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. ☐
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
July 15, 2019, Spectrum Global Solutions, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase
Agreement”) with WaveTech GmbH (“WaveTech”), a German corporation.
The
merger of WaveTech into the Company shall be effected through a sale and exchange of shares and cash. Pursuant to the Purchase
Agreement, in exchange for shares of common stock of the Company, the Company will acquire all right, title and interest in all
of the issued and outstanding shares of stock of WaveTech. The Company will also receive $3 million in cash at or before consummation
of the transactions contemplated by the Purchase Agreement (the “Transactions”). Upon consummation of the Transactions,
the current WaveTech shareholders will beneficially own a majority of the outstanding shares of the Company.
The
consummation of the Transactions is also subject to the satisfaction or waiver (if permitted by law) of certain closing conditions,
including, among other things, (i) the accuracy of the representations and warranties of the parties in all material respects
and (ii) the performance of and compliance with the covenants of the parties in all material respects.
The
parties are required to use commercially reasonable efforts to cause to be taken and to do or cause to be done all actions and
things as are necessary under the terms of the Purchase Agreement or under applicable law, in order to consummate the Transactions.
The parties are also required to, among other things, cooperate in all respects with each other in connection with any filing
or submission to any governmental authority in connection with the Transactions.
The
Purchase Agreement also contains certain termination rights for both the Company and WaveTech, including that the Company or WaveTech
may terminate the Purchase Agreement if WaveTech has not acquired (i) fifty one percent (51%) of the issued and outstanding shares
of WaveTech by the date that is ninety (90) days following the date of the Purchase Agreement and (ii) ninety percent (90%) of
the issued and outstanding shares of WaveTech by March 31, 2020.
Upon
consummation of the Transactions, the Company’s board of directors will expand to include two new board members from WaveTech.
The
foregoing summary of the Purchase Agreement and the Transactions does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Purchase Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.
On
July 16, 2019, the Company issued a press release announcing the Transactions, a copy of which is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(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:
July 17, 2019
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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