Current Report Filing (8-k)
11 September 2019 - 10:01PM
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):
August 29, 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 August 29, 2019, Spectrum Global Solutions,
Inc., a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement (“Equity Purchase Agreement”)
and Registration Rights Agreement (“Registration Rights Agreement”) with Oasis Capital, LLC, a Puerto Rico limited
liability company (“Oasis”). Under the terms of the Equity Purchase Agreement, Oasis agreed to purchase from the Company
up to $2,500,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 (the “Registration
Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) and subject to certain
limitations and conditions set forth in the Equity Purchase Agreement.
Following effectiveness of the Registration
Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have
the discretion to deliver put notices to Oasis and Oasis will be obligated to purchase shares of the Company’s common stock,
par value $0.00001 per share (the “Common Stock”) based on the investment amount specified in each put notice. The
maximum amount that the Company shall be entitled to put to Oasis in each put notice shall not exceed the lesser of $250,000 or
two hundred percent (200%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading
days preceding the put. Pursuant to the Equity Purchase Agreement, Oasis and its affiliates will not be permitted to purchase and
the Company may not put shares of the Company’s Common Stock to Oasis that would result in Oasis’s beneficial ownership
of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent
(85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to Oasis until the
earlier of (i) the date on which Oasis has purchased an aggregate of $2,500,000 worth of Common Stock under the terms of the Equity
Purchase Agreement, (ii) August 29, 2022, or (iii) written notice of termination delivered by the Company to Oasis, subject to
certain equity conditions set forth in the Equity Purchase Agreement.
On August 29, 2019, in connection with
its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company issued the Commitment Note (as
defined in the Equity Purchase Agreement) to Oasis.
The Registration Rights Agreement provides
that the Company shall (i) file with the Commission the Registration Statement by October 1, 2019; and (ii) use its best efforts
to have the Registration Statement declared effective by the Commission at the earliest possible date (in any event, by November
29, 2019).
The foregoing is only a brief description
of the material terms of the Equity Purchase Agreement and the Registration Rights Agreement, and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference
to full texts of the Equity Purchase Agreement and Registration Rights Agreement which are incorporated herein and filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this
Item 2.03.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits. The exhibit listed
in the following Exhibit Index is filed as part of this current report.
Exhibit No.
|
|
Description
|
10.1
|
|
Equity Purchase Agreement by and between Spectrum Global Solutions, Inc. and Oasis Capital, LLC, dated August 29, 2019
|
10.2
|
|
Registration Rights Agreement by and between Spectrum Global Solutions, Inc. and Oasis Capital, LLC, dated August 29, 2019
|
10.3
|
|
Commitment Note, issued by Spectrum Global Solutions, Inc. to Oasis Capital, LLC on August 29, 2019
|
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: September 11, 2019
|
SPECTRUM GLOBAL SOLUTIONS, INC.
|
|
|
|
|
By:
|
/s/ Roger Ponder
|
|
Name:
|
Roger Ponder
|
|
Title:
|
Chief Executive Officer
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
10.1
|
|
Equity Purchase Agreement by and between Spectrum Global Solutions, Inc. and Oasis Capital, LLC, dated August 29, 2019
|
10.2
|
|
Registration Rights Agreement by and between Spectrum Global Solutions, Inc. and Oasis Capital, LLC, dated August 29, 2019
|
10.3
|
|
Commitment Note, issued by Spectrum Global Solutions, Inc. to Oasis Capital, LLC on August 29, 2019
|
3