Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 27, 2024

 

ConnectM Technology Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware (State or other jurisdiction of incorporation)

001-41389 (Commission File Number)

87-2898342 (I.R.S. Employer Identification Number)

 

2 Mount Royal Avenue, Suite 550 Marlborough, Massachusetts (Address of principal executive offices)

01752 (Zip code)

 

617-395-1333
(Registrant’s telephone number, including area code)

 

(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 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		CNTM		The Nasdaq Global Market

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

Emerging growth company x

 

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 7.01.

Regulation FD Disclosure.

 

On August 28, 2024, ConnectM Technology Solutions, Inc. (“ConnectM” or the “Company”) issued a press release announcing that the Company’s Board of Directors has approved a debt equity swap to deleverage the balance sheet, converting up to $15 million of the Company’s outstanding debt to common equity at $2.00 per share. In addition, the Board approved a trading policy for the Company’s officers and directors, opening a window for share purchases by management, beginning today, August 28, 2024.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

 

Item 8.01.

Other Events.

 

The information discussed under Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release issued by ConnectM Technology Solutions Inc. on August 28, 2024
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: August 28, 2024

 

CONNECTM TECHNOLOGY SOLUTIONS, INC.
By:	/s/ Bhaskar Panigrahi
Name:	Bhaskar Panigrahi
Title:	Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

ConnectM Prepares to Deleverage Balance Sheet with Board’s Approval of Debt-to-Equity Conversion

 

~ Opens Trading Window for Management ~

 

Marlborough, MA, August 28, 2024 – ConnectM Technology Solutions, Inc. (Nasdaq: CNTM) (“ConnectM” or the “Company”), a technology company focused on the electrification economy, today announced that the Company’s Board of Directors has approved a debt equity swap to deleverage the balance sheet, converting up to $15 million of the Company’s outstanding debt to common equity at $2.00 per share. In addition to the Board’s approval of the debt-to-equity conversion, the Board approved a trading policy for the Company’s officers and directors, opening a window for share purchases by management, beginning today, August 28, 2024.

 

About ConnectM Technology Solutions, Inc.

 

ConnectM is at the forefront of advancing the electrification economy, integrating electrified energy assets with its AI-driven technology solutions platform. Serving residential and light commercial buildings, as well as all-electric original equipment manufacturers (OEMs), ConnectM’s proprietary platform accelerates the transition to solar and all-electric heating, cooling, and transportation. By leveraging technology, data, artificial intelligence, contemporary design, and behavioral economics, ConnectM aims to make electrification more user-friendly, affordable, precise, and socially impactful. The company’s vertically integrated approach includes wholly-owned service networks and a comprehensive technology stack, enabling customers to reduce their reliance on fossil fuels, lower energy costs, and minimize their carbon footprint. ConnectM is headquartered in Marlborough, Massachusetts.

 

For more information, please visit: https://www.connectm.com/

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

 

 

 

 

In addition, we caution you that the forward-looking statements regarding the Company contained in this press release are subject to the following risk factors:

 

·

the Company operates in the early-stage market of decarbonization, electrification, and energy efficiency (“DE2”) adoption, has a history of losses and expects to incur significant ongoing expenses;

·

the Company’s management has no experience in operating a public company;

·

the Company has identified material weaknesses in its internal control over financial reporting and if it is unable to remediate these material weaknesses, or if the Company identifies additional material weaknesses in the future or otherwise fails to maintain an effective internal control over financial reporting, this may result in material misstatements of the Company’s consolidated financial statements or cause the Company to fail to meet its periodic reporting obligations;

·

the Company’s growth strategy depends on the widespread adoption of DE2 Services;

·

if the Company cannot compete successfully against other DE2 Service Providers, it may not be successful in developing its operations and its business may suffer;

·

with respect to providing electricity on a price-competitive basis, solar systems face competition from traditional regulated electric utilities, from less-regulated third party energy service providers and from new renewable energy companies;

·

the Company’s market is characterized by rapid technological change, which requires it to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and its financial results;

·

developments in alternative technologies may materially adversely affect demand for the Company’s offerings; and

·

the possibility that we may be adversely affected by other economic, business or competitive factors and may not be able to manage other risks and uncertainties set forth in section entitled “Risk Factors,” in our filings with the SEC from time to time.

 

We caution you that the foregoing list does not contain all of the risks or uncertainties that could affect the Company

 

Contact:

 

MZ North America

[phone]

[e-mail]

 

 

 

Cover	Aug. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 27, 2024
Entity File Number	001-41389
Entity Registrant Name	ConnectM Technology Solutions, Inc.
Entity Central Index Key	0001895249
Entity Tax Identification Number	87-2898342
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2 Mount Royal Avenue
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	617
Local Phone Number	395-1333
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	CNTM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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