Current Report Filing (8-k)
October 18 2018 - 6:07AM
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):
October 11, 2018
SPECTRUM
GLOBAL SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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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Written
communications pursuant to Rule 42a5 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
1.01
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Entry
into a Material Definitive Agreement.
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On October 10, 2018, ADEX Corporation (the “Borrower”),
a wholly-owned subsidiary of Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”) entered into a Loan
and Security Agreement (the “Loan and Security Agreement”) with Heritage Bank of Commerce (the “Lender”).
Under the Loan and Security Agreement, the Borrower may borrow an aggregate outstanding amount not to exceed the lesser of up to
(i) $5,000,000 or (ii) the Borrowing Base (as defined in the Loan and Security Agreement) through one or more advances through
October 10, 2020 (the “Maturity Date”), subject to the Lender’s satisfactory annual review of the Borrower on
or around October 10, 2019. On the Maturity Date, all advances must be repaid. The Lender may, in its sole discretion and upon
the Borrower’s request, make advances to the Borrower after the Maturity Date subject to the terms and conditions under the
Loan and Security Agreement. Part of the proceeds of the initial credit extension of the Loan and Security Agreement were used
to pay off borrowings owed to Prestige Capital Corporation, a former lender of the Borrower.
Interest is payable under the Loan and Security Agreement at a per
annum rate equal to the Prime Rate (as defined in the Loan and Security Agreement) plus 2%. The Borrower’s obligations under
the Loan and Security Agreement are secured by all assets of the Company and ADEX Puerto Rico LLC. In addition, the Company, as
the parent of the Borrower, is required to issue a warrant (the “Warrant”) to the Lender to purchase an amount of shares
of the Company’s common stock equal to $150,000 divided by the Warrant Price (as defined in the Warrant) at a price per share
equal to 125% of the prior day’s closing price.
The Loan and Security Agreement provides that upon the occurrence
of an event of default, among other things, all outstanding amounts under the Loan and Security Agreement or any portion thereof
becomes immediately due and payable. Events of default under the Loan and Security Agreement include, among other items, the Borrower’s
failure to comply with certain affirmative and negative covenants relating to the Company, its securities and its financial condition.
The foregoing summaries of the terms of the Warrant and the Loan
and Security Agreement are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits
4.1 and 10.1, respectively, which are incorporated by reference herein
.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 above with respect to
the Warrant, the Loan and Security Agreement and the related agreements is incorporated herein by reference.
Item 3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 1.01 above with respect to the issuance of the Warrant is incorporated herein by reference. The
issuance of the Warrant was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
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:
October 17, 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