Current Report Filing (8-k)
November 18 2019 - 5:01PM
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):
November 14, 2019
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. ☐
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock
|
|
SGSI
|
|
OTCQB
|
Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2019, Spectrum Global Solutions, Inc. (the “Company”)
and WaveTech GmbH (“WaveTech”), a German corporation, entered into Amendment Number 1 (the “Amendment”)
to the Share Purchase Agreement (the “Purchase Agreement”) entered into by the Company and WaveTech on July 15, 2019,
and previously disclosed in a Current Report on Form 8-K, filed by the Company on July 18, 2019.
On November 14, 2019, the Company and WaveTech closed the transaction
contemplated by the Purchase Agreement (the “Transaction”). The closing of the Transaction involved the merger of WaveTech
into the Company through a sale and exchange of shares and cash. Pursuant to the Purchase Agreement, in exchange for shares of
Series C Preferred Stock of the Company, at this closing the Company acquired sixty percent (60%) of the issued and outstanding
shares of WaveTech. The Company also received $1.325 million in cash. The Purchase Agreement also contains certain termination
rights for both the Company and WaveTech in the event the Company has not acquired ninety percent (90%) of the issued and outstanding
shares of WaveTech by March 31, 2020.
The foregoing summary of the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 10.1 and
incorporated herein by reference.
A copy of the Company’s press release announcing the closing
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective immediately upon the closing
of the Transaction, the Board of Directors (the “Board”) of the Company has appointed Silas Poel as the Chief
Operating Officer of the Company. The Board also has agreed to appoint Dag Viland and Silas Poel as directors to fill vacancies
on the Board, effective immediately upon the closing of the Transaction. Mr. Viland and Mr. Poel’s bios appear below:
Dag Viland - Director
Mr. Valand is the CEO
and co-founder of WaveTech. He established the company together with PhD Ove T. Aanensen in 2003 and has since then
served as its CEO. Mr. Valand is a civil engineer with over 25 years of international experience in the battery
industry, and was one of the first to introduce battery pulsing to the European market. He has been part of several businesses
that have proved successful in the market, and also made his mark as founder and director of several businesses, from
trade companies to establishing sales companies becoming a market leader in its segment in the country.
Silas Poel - Director,
Chief Operating Officer
Mr. Poel is COO of
WaveTech. Mr. Poel’s background is in taxation and business administration and he is a Certified IFRS Accountant. Mr. Poel
holds a Bachelor (CCI) in Accounting. Mr. Poel has a broad international background in the “clean-tech” arena and is
a specialist in establishing and developing companies. He co-founded a private investment office for Asian and European families
and managed both the office and investor relations. Mr. Poel also worked as Executive Consultant for a Munich-based Investment
Office and supported a Switzerland-based Private Equity Fund as an industry expert. Prior to that, he worked as the Investment
Manager in a venture capital arm of a Munich-based investment firm where he built their investment portfolio with a strong focus
on energy and water and was responsible for the growth of the companies it contained.
There are no family
relationships between Dag Viland, Silas Poel and any director or other executive officer of the Company nor are there any transactions
between Dag Viland, Silas Poel or any member of their immediate families and the Company or any of its subsidiaries that would
be reportable as a related party transaction under the rules of the Securities and Exchange Commission. Further, there is no arrangement
or understanding between Dag Viland, Silas Poel and any other persons or entities pursuant to which Dag Viland and Silas Poel were
appointed as directors of the Company.
Item 8.01 Other Events.
On November 18, 2019, the Company issued a press release announcing
the Transaction, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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: November 18, 2019
|
|
SPECTRUM GLOBAL SOLUTIONS, INC.
|
|
|
|
|
|
|
By:
|
/s/ Roger Ponder
|
|
|
Name:
|
Roger Ponder
|
|
|
Title:
|
Chief Executive Officer
|
EXHIBIT INDEX
3