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): December 17, 2021
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.) |
980 N. Federal Highway. Suite 304
Boca Raton, Florida 33432
(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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 16, 2021, the Company filed an amendment to its Certificate of Designation of Series D Preferred Stock (the “Amendment No. 1”) with the Secretary of State of the State of Nevada, effective immediately. Amendment No. 1 amended the conversion price of the Series D Preferred Stock (the “Series D Preferred”) and provided that on the business day immediately preceding the listing of the Company’s common stock (the “Common Stock”) on a national securities exchange, without any further action, all shares of Series D Preferred shall automatically convert into shares of Common Stock at the Fixed Price, which shall be defined as the closing price of the Common Stock on the trading day immediately preceding the date of issuance of the Series D Preferred (subject to adjustment for any reverse or forward split of the Common Stock).
The foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full texts of Amendment No. 1, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Certificate of Designation for Series D Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 22, 2021
| SPECTRUM GLOBAL SOLUTIONS, INC. | ||
|
By: |
/s/ Mark Porter |
|
| Name: | Mark Porter | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
AMENDED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND
OTHER RIGHTS OF
SERIES D PREFERRED STOCK OF SPECTRUM GLOBAL SOLUTIONS, INC.
I, Mark Porter, hereby certify that I am the Chief Executive Officer of Spectrum Global Solutions, Inc. (the “Corporation”), a corporation organized and existing under the Nevada Revised Statutes, and further do hereby certify:
That pursuant to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board”) by the Corporation’s Articles of Incorporation (the “Articles of Incorporation”), the Board, with consent and agreement of a majority of the holders thereof, on December 13, 2021, adopted the following Amended the Certificate of Designation, Preferences, Rights and other Rights of Series D Preferred Stock, which shares have been issued:
RESOLVED, that Paragraph 6 of the Certificate of Designation, Preferences, Rights and other Rights of Series D is amended as follows:
Series D Preferred Stock
6. Conversion. Beginning ninety (90) days from the date of issuance, all or a portion of the Series D may be converted into Common Stock at the greater of the Fixed Price and the Average Price (as defined below). On the business day immediately preceding the listing of the Common Stock on a national securities exchange (the “Automatic Series D Conversion Date”), without any further action, all shares of Series D shall automatically convert into shares of Common Stock at the Fixed Price” shall be defined as the closing price of the Common Stock on the trading day immediately preceding the date of issuance of the Series D ( subject to adjustment for any reverse or forward split of the Common Stock).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by its Chief Executive Officer as of this 13th day of December, 2021
| SPECTRUM GLOBAL SOLUTIONS, INC. | |||
| By: | /s/ Mark Porter | ||
| MARK PORTER | |||
| Title: | Chief Executive Officer | ||