Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
3) Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state
how it was determined):
☐ Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
INFORMATION STATEMENT OF SPECTRUM GLOBAL SOLUTIONS,
INC.
300 Crown Oak Centre Drive
Longwood, Florida 32750
Telephone (407) 512-9102
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDERS
MEETING
Date of Mailing: ________, 2019
To the Stockholders of
Spectrum Global Solutions, Inc.:
The attached Information
Statement is furnished by the Board of Directors (the “Board”) of Spectrum Global Solutions, Inc. (the “Company,”
“Spectrum”, “we” or “us”). The Company, a Nevada corporation, is a public company registered
with the Securities and Exchange Commission.
On March 6, 2019, stockholders
holding more than 51% of the voting power of the Company (the stockholders, the “Consenting Stockholders”) consented
in writing to amend the Company’s Articles of Incorporation, as amended (the “2019 Amendment”). This consent
was sufficient to approve the 2019 Amendment under Nevada law. The attached Information Statement describes the 2019 Amendment
that the stockholders of the Company have approved, which will do the following: (1) authorize an increase in the authorized shares
of the Company’s common stock to 1,000,000,000 shares, par value $.00001, (2) authorize the Board to take all steps necessary
to effect, at any time prior to the one-year anniversary of the date of the written consent, a reverse stock split of all outstanding
shares of our common stock at an exchange ratio of up to one-for-three hundred (1:300) shares (“Reverse Stock Split”)
and (3) change the name of the Company from Spectrum Global Solutions, Inc. to WaveTech Global, Inc.
This Information Statement
is prepared and delivered to meet the requirements of Section 78.390 of the Nevada Revised Statutes. This Information Statement
is being mailed on or about ________, 2019 to holders of record of Common Stock as of the close of business on ________, 2019
(the “Record Date”). The Company had ________ shares of Common Stock outstanding as of the Record Date. Each share
of Common Stock was entitled to one (1) vote.
NO VOTE OR OTHER ACTION OF THE COMPANY’S
STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
THIS IS FOR YOUR INFORMATION ONLY. YOU DO NOT
NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Under Rule 14c-2(b) of
the Securities Exchange Act of 1934, as amended, none of the actions described in the Information Statement may be taken earlier
than 20 calendar days after we have sent or given the Information Statement to our stockholders. We intend to distribute this Notice
and Information Statement to our stockholders on or about _________, 2019.
The control share acquisition
and dissenter’s rights provisions of Chapter 78 of the Nevada Revised Statues are not applicable to the matters disclosed
in this Information Statement. Accordingly, there are no stockholder dissenters’ or appraisal rights in connection with any
of the matters discussed in this Information Statement.
Please read this Notice
and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.
Although you will not have
an opportunity to vote on the approval of the Certificate of Amendment, this Information Statement contains important information
about the Certificate of Amendment.
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By Order of the Board of Directors
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/s/ Roger Ponder
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Roger Ponder
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Director and Chief Executive Officer
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Important Notice Regarding the Availability
of Information Statement Materials in connection with this Notice of Stockholder Action by Written Consent:
The Information Statement is available at: https://www.spectrumglobalsolutions.com/investor-center
INFORMATION STATEMENT OF SPECTRUM GLOBAL SOLUTIONS,
INC.
300 Crown Oak Centre Drive
Longwood, Florida 32750
Telephone (407) 512-9102
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished
to the stockholders of Spectrum Global Solutions, Inc., a Nevada corporation (the “Company,” “we” or “us”),
to advise them of the corporate actions that have been authorized by written consent of the holder of more than 51% of the voting
power (the “Consenting Stockholders”) of the Company’s outstanding capital stock as of the record date of ________,
2019 (the “Record Date”). These actions are being taken without notice, meetings or votes in accordance with the Nevada
Revised Statutes (“NRS”), Sections 78.315 and 78.320. This Information Statement is being mailed to the stockholders
of the Company, as of the Record Date, on ________, 2019.
The Board of Directors has approved, and
recommended to the stockholders for approval, several amendments to the Company’s Articles of Incorporation (the “Certificate
of Amendment”) to (1) authorize an increase of the shares of the common stock (the “Common Stock”) to 1,000,000,000
shares, par value $.00001, (2) authorize the Board to take all steps necessary to effect, at any time prior to the one-year anniversary
of the date of the written consent, a reverse stock split of all outstanding shares of our common stock at an exchange ratio of
up to one-for-three hundred (1:300) shares (“Reverse Stock Split”) and (3) change the name of the Company from Spectrum
Global Solutions, Inc. to WaveTech Global, Inc.
On ________, the Consenting Stockholders
consented in writing to the Certificate of Amendment. This consent was sufficient to approve the Certificate of Amendment under
Nevada law.
No Vote Required
We are not soliciting consents to approve the
Certificate of Amendment. Nevada law permits the Company to take any action which may be taken at an annual or special meeting
of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written
consent to the action to the Company.
No Appraisal Rights
Under Nevada law, stockholders have no appraisal
or dissenters’ rights in connection with the Certificate of Amendment.
Interests of Certain Parties in the Matters
to be Acted Upon
Roger Ponder and Keith Hayter, the directors
and chief executive officer and president, respectively, of the Company are also the Consenting Stockholders. Other than with respect
to the Consenting Stockholders, none of the executive officers of the Company has any substantial interest resulting from the Certificate
of Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
Householding of Stockholder Materials
In some instances we may deliver only one copy
of this Information Statement to multiple stockholders sharing a common address. If requested by phone or in writing, we will promptly
provide a separate copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to our
Chief Executive Officer at 407-512-9102, and requests in writing should be sent to Spectrum Global Solutions, Inc., Attention Chief
Executive Officer, 300 Crown Oak Centre Drive, Longwood, Florida 32750. Stockholders sharing an address who currently receive multiple
copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above
address.
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED
BY CONSENTING STOCKHOLDERS
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Amendment to the Articles of Incorporation
to Increase the Authorized Shares of Common Stock of the Company to 1,000,000,000 Shares
Spectrum’s Board of Directors has
unanimously adopted a resolution seeking stockholder approval to authorize the board to increase the number of authorized shares
of Common Stock from 750,000,000 shares to 1,000,000,000 shares. Spectrum Global Solutions, Inc.’s Articles of Incorporation,
as currently in effect, authorizes Spectrum to issue up to 700,000,000 shares of Common Stock, par value $0.00001 per share. The
Board of Directors has proposed an increase in the number of authorized shares of the Common Stock of Spectrum to 1,000,000,000.
The authorized number of shares of preferred stock will remain the same. The Board of Directors believes that authorizing it to
effectuate this increase in the number of authorized shares of Common Stock is in the best interest of the Company and its stockholders.
The increased capital will provide the Board
of Directors with the ability to issue additional shares of stock without further vote of the stockholders of Spectrum, except
as provided under Nevada corporate law or under the rules of any national securities exchange on which shares of stock of Spectrum
are then listed. Under Spectrum’s Articles of Incorporation, the Spectrum stockholders do not have preemptive rights to subscribe
to additional securities which may be issued by Spectrum, which means that current stockholders do not have a prior right to purchase
any new issue of capital stock of Spectrum in order to maintain their proportionate ownership of Spectrum’s stock.
Issuance of any additional shares of Common
Stock may both dilute the equity interest and the earnings per share of existing holders of the Common Stock. Such dilution may
be substantial depending upon the amount of shares issued. The newly authorized shares will have voting and other rights identical
to those of the currently issued Common Stock. However, the increase can have a dilutive effect on the voting power of existing
stockholders.
The authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although
this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede
a takeover or transfer of control of Spectrum by causing such additional authorized shares to be issued to holders who might side
with the Board in opposing a takeover bid that the Board of Directors determines is not in the best interests of Spectrum and
our stockholders. The increased authorized capital therefore may have the effect of discouraging unsolicited takeover attempts.
By potentially discouraging initiation of any such unsolicited takeover attempts, the increased capital may limit the opportunity
for Spectrum stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may
be available under a merger proposal. The increased authorized capital may have the effect of permitting Spectrum’s current
management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes
that stockholders may wish to make if they are dissatisfied with the conduct of Spectrum’s business. However, the Board
of Directors did not propose the increase in Spectrum’s authorized capital with the intent that it be utilized as a type
of antitakeover device.
The relative voting and other rights of holders
of the Common Stock will not be altered by the authorization of additional shares of Common Stock. Each share of Common Stock will
continue to entitle its owner to one vote.
As a result of the increased authorization,
the potential number of shares of Common Stock outstanding will be increased.
Amendment to the Articles of Incorporation
to Authorize an up to 1-for-300 Reverse Stock Split of the Company’s Outstanding Shares of Common Stock
After
consulting with investment bankers and advisors, the Board approved the Reverse Split at an exchange ratio of up to one-for-three
hundred (1:300) shares.
On ________, 2019, the Consenting
Stockholders consented to resolutions authorizing the Board to effect the Reverse Split, with the Board retaining the discretion
of whether to implement the Reverse Split and at which exchange ratio to effect the Reverse Split.
Our Board unanimously approved the Reverse
Split on ________, 2019, but the Board has not yet determined whether to implement the Reverse Split. We may not implement the
Reverse Split until twenty (20) days after the mailing of an Information Statement under Regulation 14C to company stockholders
entitled to receive same. After such 20-day period, the Board has the authority to effect the Reverse Split at any time prior
to the one-year anniversary of the date of the written consent of the Consenting Stockholders. We believe that granting the Board
such discretion, including the discretion to determine the exchange ratio of the Reverse Split at any exchange ratio of up to
one-for-three hundred (1:300) shares, provides the Board with maximum flexibility to react to prevailing market conditions, and
the Board will implement the Reverse Split only upon its determination that the Reverse Split is then in the best interests of
our company and our stockholders.
The Board of Directors has approved a reverse
stock split of the outstanding Common Stock on the basis of one share for up to every three hundred shares currently issued and
outstanding. The holder of up to every three hundred shares of Common Stock outstanding when the Certificate of Amendment is filed
with the Nevada Secretary of State (the “Effective Date”) will receive one share of Common Stock upon the effectiveness
of the proposed Reverse Stock Split. There will not be a change in the par value of the Common Stock of the Company. To avoid
the existence of fractional shares of Common Stock, if a stockholder would otherwise be entitled to receive a fractional share,
such stockholder will be entitled to receive an additional whole share. The reverse stock split will occur automatically on the
Effective Date without any action on the part of stockholders and without regard to the date certificates representing shares
of Common Stock are physically surrendered for new certificates.
Stockholders will hold the same percentage
interest in the Company as they held prior to the reverse stock split, but their interest will be represented by up to 1/300
th
as many shares. For instance, if a stockholder presently owns six hundred shares, after the reverse stock split they will
own two shares (600 divided by 300 equals 2 shares).
Based on the number of shares currently
issued and outstanding, immediately following the reverse split the Company will have approximately 43,166 shares of Common Stock
issued and outstanding (without giving effect to rounding for fractional shares) based on the ratio for the reverse split of 1-for-300.
It will provide the Company with available shares that can be issued upon such conversion and for various corporate purposes,
including acquisitions, stock dividends, stock splits, stock options, convertible debt and equity financings for other corporate
purposes which may be identified in the future, as the Board of Directors determines in its discretion.
By increasing the number of authorized but
unissued shares of Common Stock, the reverse split could, under certain circumstances, have an anti-takeover effect, although this
is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover
or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might
side with the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests
of the Company or its stockholders. The reverse split therefore may have the effect of discouraging unsolicited takeover attempts.
By potentially discouraging initiation of any such unsolicited takeover attempts the reverse split may limit the opportunity for
the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that
may be available under a merger proposal. The reverse split may have the effect of permitting the Company’s current management,
including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders
may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors has
not approved the reverse split with the intent that it be utilized as a type of anti-takeover device. The Company’s certificate
of incorporation and by-laws do not have any anti-takeover provisions.
The Board of Directors will determine the actual
time of filing of the Certificate of Amendment. The reverse split will be effective upon the filing of a Certificate of Amendment
to the Certificate of Incorporation with the Secretary of State of the State of Nevada.
The Board reserves the right, notwithstanding
shareholder approval and without further action by shareholders, to elect not to proceed with the reverse split if the Board determines
that the reverse split is no longer in the best interests of the Company and its shareholders.
Principal Effects of the reverse split
General
The reverse split will affect all holders of
our Common Stock uniformly and will not change the proportionate equity interests of such shareholders, nor will the respective
voting rights and other rights of holders of our Common Stock be altered, except for possible changes due to the treatment of fractional
shares resulting from the reverse split.
Accounting Matters
The reverse split will not affect total shareholders’
equity on our balance sheet. The per share net loss and net book value per share of our Common Stock will be increased as a result
of the reverse split because there will be fewer shares of our Common Stock outstanding.
Certain U.S. Federal Income Tax Consequences
The discussion below is only a summary of certain
U.S. federal income tax consequences of the reverse split generally applicable to beneficial holders of shares of our Common Stock
and does not purport to be a complete discussion of all possible tax consequences. This summary addresses only those shareholders
who hold their old Common Stock shares as “capital assets” as defined in the Internal Revenue Code of 1986, as amended
(the “Code”), and will hold the new Common Stock shares as capital assets. This discussion does not address all U.S.
federal income tax considerations that may be relevant to particular shareholders in light of their individual circumstances or
to shareholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies,
dealers in securities, and foreign shareholders. The following summary is based upon the provisions of the Code, applicable Treasury
Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject
to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein.
Each shareholder should consult his, her or its own tax advisor as to the particular facts and circumstances that may be unique
to such shareholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the reverse split.
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The reverse split will qualify as a recapitalization for U.S. federal income tax purposes. As a result:
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Shareholders should not recognize any gain or loss as a result of the reverse split.
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The aggregate basis of a shareholder’s pre-reverse split shares will become the aggregate basis of the shares held by such shareholder immediately after the reverse split.
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The holding period of the shares owned immediately after the reverse split will include the shareholder’s holding period before the reverse split.
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The above discussion is not intended or written
to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties. It was written solely in
connection with the proposed reverse split of our Common Stock.
Approval of Corporate Name Change to WaveTech Global, Inc.
The Board of Directors believes that it is
in the best interest of the Company to approve the proposed name change of the Company from Spectrum Global Solutions, Inc. to
WaveTech Global, Inc. The Board of Directors believes that from a branding and marketing standpoint, the name WaveTech Global,
Inc. will give the Company an advantage when creating sales opportunities.
The proposed name change
will be effectuated upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State
of the State of Nevada.
Common Stock
The holders of our Common
Stock are entitled to one vote per share on all matters to be voted upon by stockholders. Holders of our Common Stock are entitled,
among other things, (i) to share ratably in dividends if, when and as declared by the Board out of funds legally available therefore
and (ii) in the event of liquidation, dissolution or winding-up of our company, to share ratably in the distribution of assets
legally available therefore, after payment of debts and expenses. Holders of our Common Stock have no subscription, redemption
or conversion rights. The holders of our Common Stock do not have cumulative voting rights in the election of directors and have
no preemptive rights to subscribe for additional shares of our capital stock. The rights, preferences and privileges of holders
of our Common Stock are subject to the terms of any series of Preferred Stock that may be issued and outstanding from time to time.
A vote of the holders of a majority of our Common Stock is generally required to take action under our Certificate of Incorporation
and Bylaws.
Series B Preferred Stock
Pursuant to its Certificate
of Designation, the Series B preferred stock shall be voted together with the shares of our common stock and any other series of
preferred stock then outstanding, and not as a separate class, at any annual or special meeting of stockholders, with respect to
any question or matter upon which the holders of common stock have the right to vote, such that the aggregate voting power of the
Series B preferred stock is equal to 51% of the total voting power of the company. No holder of Series B preferred stock shall
be entitled to redemption rights.