Form 8-K/A - Current report: [Amend]
December 29 2023 - 4:05PM
Edgar (US Regulatory)
true
0001823882
0001823882
2023-12-20
2023-12-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 20, 2023
Airspan Networks Holdings Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-39679 |
|
85-2642786 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
777 Yamato Road, Suite 310, Boca Raton, FL 33431
(Address of Principal Executive Offices) (Zip Code)
(561)
893-8670
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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)) |
Securities
registered or to be 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, par value
$0.0001 per share |
|
MIMO |
|
NYSE American |
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.
EXPLANATORY NOTE
On December 28, 2023, Airspan Networks Holdings Inc.
(the “Company”) filed a Form 8-K (the “8-K”) to report the resignations of two members of the Company’s
board of directors. The Company is now filing this Form 8-K/A to add “and Executive Chairman of the Company” as described
in his resignation letter previously filed as Exhibit 17.1 to the 8-K.
Item 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stonestrom
Resignation
On
December 20, 2023, Eric D. Stonestrom notified Airspan Networks Holdings Inc. (the “Company”) by email (the
“Stonestrom Resignation”) of his resignation from the board of directors (the “Board”) of the Company and as Executive Chairman of the Company,
effective on December 27, 2023. In the Stonestrom Resignation, Mr. Stonestrom stated that the reason for his resignation was his
belief that “a path to greater shareholder value across all of the classes of stakeholders would have been to agree a pre
arranged percentage split of proceeds among the significant classes and then conduct a formal auction with a hard deadline and
finite timeline.” A copy of the Stonestrom Resignation is
filed as Exhibit 17.1 to this Current Report on Form 8-K.
In
accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Stonestrom with a copy of the disclosures that
it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the Securities and Exchange Commission
(the “SEC”) and will provide Mr. Stonestrom
with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to
the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the
respects in which he does not agree.
Carano
Resignation
On
December 22, 2023, Bandel L. Carano notified the Company by email (the “Carano Resignation”) of his resignation from the
Board of the Company, effective immediately. In the Carano Resignation, Mr. Carano stated that the reason for his resignation was “due
to extreme asymmetry of critical information disclosure to directors especially as it pertains to Fortress controlled strategic liquidation
activities.” A copy of the Carano Resignation is
filed as Exhibit 17.2 to this Current Report on Form 8-K.
In
accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Carano with a copy of the disclosures that it
is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the SEC and will provide Mr. Carano with
the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether he agrees with
the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.
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: December 29, 2023 |
Airspan Networks Holdings Inc. |
|
|
|
|
By: |
/s/ David Brant |
|
|
David Brant |
|
|
Senior
Vice President, Chief Financial Officer,
Treasurer
and Secretary |
Exhibit 17.1
From: |
|
Eric Stonestrom |
To: |
|
David Brant; Chris Riley;
Bandel Carano (Board); Tom Huseby (Board); Scot Jarvis (Board); Michael Flynn; Mathew Oommen (Board);
Marc Heimowitz; Glenn Laxdal |
Subject: |
|
Resignation from Airspan Board and Executive Chairman Position |
Date: |
|
Wednesday, December 20, 2023 6:47:08 PM |
Dear Board,
Please take this note as a resignation notice from Airspan's Board and my position as Airspan Executive Chairman, effective
December 27th at 9 noon EST. I am available to work on the interim on transition issues. As I have reiterated numerous times, I believe
a path to greater shareholder value across all of the classes of stakeholders would have been to agree a pre arranged percentage split
of proceeds among the significant classes and then conduct a formal auction with a hard deadline and finite timeline. I wish the group
well with your preferred approach.
Eric Stonestrom
Exhibit 17.2
From: |
|
Bandel Carano (Board) |
To: |
|
eric stonestrom; Glenn Laxdal; Scot Jarvis
(Board); Tom Huseby (Board); Michael Flynn; Mathew Oommen (Board); Marc Heimowitz |
Cc: |
|
David Brant; Chris Riley |
Subject: |
|
My resignation from Airspan’s BoD |
Date: |
|
Friday, December 22, 2023 4:04:03 PM |
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognise the sender and know the content is safe.
Dear remaining Airspan Board members,
After 20 years of service on the Airspan Board of Directors and a passionate advocate for the company’s
4G/5G small cell and Open RAN innovation efforts, I unfortunately and reluctantly submit my resignation effective immediately. For the
same reasons our esteemed director Divya Seshamani recently resigned, I simply am unable to remain a director due to extreme asymmetry
of critical information disclosure to directors especially as it pertains to Fortress controlled strategic liquidation activities. Thank
you and best of luck, Bandel
Sent from my iPad
v3.23.4
Cover
|
Dec. 20, 2023 |
Cover [Abstract] |
|
Document Type |
8-K/A
|
Amendment Flag |
true
|
Amendment Description |
On December 28, 2023, Airspan Networks Holdings Inc.
(the “Company”) filed a Form 8-K (the “8-K”) to report the resignations of two members of the Company’s
board of directors. The Company is now filing this Form 8-K/A to add “and Executive Chairman of the Company” as described
in his resignation letter previously filed as Exhibit 17.1 to the 8-K.
|
Document Period End Date |
Dec. 20, 2023
|
Entity File Number |
001-39679
|
Entity Registrant Name |
Airspan Networks Holdings Inc.
|
Entity Central Index Key |
0001823882
|
Entity Tax Identification Number |
85-2642786
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
777 Yamato Road
|
Entity Address, Address Line Two |
Suite 310
|
Entity Address, City or Town |
Boca Raton
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33431
|
City Area Code |
561
|
Local Phone Number |
893-8670
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common stock, par value
$0.0001 per share
|
Trading Symbol |
MIMO
|
Security Exchange Name |
NYSEAMER
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionDescription of changes contained within amended document.
+ References
+ Details
Name: |
dei_AmendmentDescription |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Airspan Networks (AMEX:MIMO)
Historical Stock Chart
From Nov 2024 to Dec 2024
Airspan Networks (AMEX:MIMO)
Historical Stock Chart
From Dec 2023 to Dec 2024