Current Report Filing (8-k)

Date : 09/11/2018 @ 9:33PM
Source : Edgar (US Regulatory)
Stock : Spectrum Global Solutions, Inc. (SGSI)
Quote : 0.046  0.001 (2.22%) @ 9:00PM

Current Report Filing (8-k)

 

 

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

 

Exhibit No.   Description
     
3.1   Certificate of Amendment to Articles of Incorporation.

 

  1  

 

 

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

 

  2  

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
3.1   Certificate of Amendment to Articles of Incorporation.

 

  3  

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