Current Report Filing (8-k)
April 04 2019 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
April 2, 2019
FTE
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38322
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81-0438093
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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237
West 35
th
Street, Suite 806
New
York, NY
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10001
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(Address of principal
executive offices)
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(Zip Code)
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877-878-8136
(Registrant’s
telephone number, including area code)
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:
[ ]
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Written communications
pursuant to Rule 425 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 4.02.
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Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Report
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On April 2, 2019, the Audit Committee (“Audit
Committee”) of FTE Networks, Inc. (the “
Company
”), following a communication by the Company’s
independent registered public accounting firm, Marcum LLP (“
Marcum
”), concluded that the Company’s previously
issued audited financial statements as of and for the year ended December 31, 2017, and interim reviews of the financial statements
for the periods ended March 31, June 30, and September 30, 2018 and 2017, should no longer be relied upon.
The conclusion to prevent future reliance on the aforementioned financial statements resulted from the determination
that such financial statements failed to properly account for certain convertible notes and other potentially dilutive securities.
Specifically, the Company identified a potential issue related to the accounting related to certain convertible notes and other
potentially dilutive securities the Company issued in 2017, 2018, and 2019.
The
Audit Committee has discussed these matters with Marcum representatives and their review is ongoing.
The
Company believes that the matters referenced in Item 4.02:
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●
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Do
not reflect a fundamental change in its underlying business; and
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●
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Should
not impact its cash and cash equivalents for the periods referenced in Item 4.02.
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The Company has moved its headquarters
to 237 West 35
th
Street, Suite 806, New York, NY 10001. The Company’s telephone and fax numbers remain the same.
Forward-Looking
Statements
Certain
statements contained in this report are not based on historical facts and are forward-looking statements within the meaning of
federal securities laws and regulations. These statements are based on management’s current expectations, assumptions, estimates
and observations of future events and include any statements that do not directly relate to any historical or current fact. These
forward-looking statements include statements regarding the circumstances that resulted in the decision that these historical
financial statements could no longer be relied upon. There can be no assurance that the Company’s Board of Directors, Audit
Committee, management or independent registered public accounting firm will not reach conclusions that are different from management’s
current estimates or identify additional issues or that these issues will not require additional corrections to the Company’s
prior period financial statements. These statements are subject to risks and uncertainties which may cause actual results to differ
materially from those stated in this report. These risks and uncertainties include the risk that additional information may become
available in preparing and auditing the financial statements which would require the Company to make additional corrections, the
cost, time and effort required to complete the review (and potential restatement) of the financial statements, the ramifications
of the Company’s potential inability to timely file periodic and other reports with the SEC, including potential delisting
of the Company’s common stock on the NYSE American and the risk of litigation or governmental investigations or proceedings
relating to these matters. Certain risks and uncertainties related to our business are or will be described in greater detail
in our filings with the SEC. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially
from those set forth in forward-looking statements. The Company intends these forward-looking statements to speak only at the
time of this report and does not undertake to update or revise these statements as more information becomes available except as
required under federal securities laws and the rules and regulations of the SEC.
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.
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FTE NETWORKS, INC.
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By:
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/s/
Anthony Sirotka
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Anthony Sirotka
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Interim Chief Executive Officer
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Date:
April 4, 2019
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