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):   June 14 , 201 9

 

pdvWireless , Inc.

(Exact name of registrant as specified in its charter)



 

 

 

 

Delaware

 

001-36827

 

33-0745043

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)



 



 

 

 

 

3 Garret Mountain Plaza

Suite 401

Woodland Park, NJ

 

 

07424

(Address of principal executive offices)

 

(Zip Code)



 

(973) 771-0300
Registrant’s telephone number, including area code

 

Not applicable

(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(b))

    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:



Common Stock, $0.0001 par value

 

The NASDAQ Stock Market LLC

 

PDVW

(Title of each class)

 

(Name of each exchange on which registered)

 

(Trading symbol)



Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01. Other Events.  

 On June 14, 2019, pdvWireless, Inc. (the “Company”) issued a press release announcing that its ticker symbol on the Nasdaq Capital Market will change from “PDVW” to “ATEX.”  Trading under the new ticker symbol will begin on June 17, 2019.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

 

 





Item 9.01.  Financial Statements and Exhibits.  

  

(d) Exhibits.

  



 

 

Exhibit No.

 

Description



 

 

 99.1

 

Press Release, dated June 14, 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.



 



 

   

pdvWireless , I nc .

   

   

   

   

Date:   June 14 , 2019

/s/   Morgan E. O’Brien

   

Morgan E. O’Brien

   

Chief Executive Officer

 



















 

 


Exhibit 99.1

PICTURE 1



pdvWireless Rebrands as Anterix, Solidifies its Focus on Private Broadband Solutions



The new name and brand support the Company’s commitment to serving the foundational needs of the critical infrastructure sector through the power of private broadband solutions



Woodland Park, NJ – June 14, 2019 – pdvWireless, Inc. (or the “Company”) (NASDAQ: PDVW) focused on enabling broadband connectivity for critical infrastructure and enterprise today announced its new operating name and brand, Anterix .  



“Anterix aims to deliver the dedicated broadband so desperately needed to modernize our nation’s critical infrastructure.  Enabling connectivity for the devices that can power and protect the crucial services we all rely on, we are poised and ready to transform the way utilities and enterprise operate through the use of broadband technology,” said Anterix CEO, Morgan O’Brien.



The adoption of the Anterix name underscores the heightened focus and new priorities that have been established by the Company.  Anterix, defined as architectural elements that provide strength and foundational support, more clearly represents the Company’s commitment to serve as a foundational force for industrial communications, leveraging the right combination of broadband spectrum and available network technologies and solutions.



“This is the perfect time for repositioning the Company.  There’s an urgent and increasing need for access to dedicated broadband spectrum on which to build private LTE wireless networks throughout the critical infrastructure industry,” said Anterix President & COO, Rob Schwartz. “To meet this inexorable demand, we are revolutionizing our company brand to more clearly express our strategic vision of unlocking the extraordinary potential of 900 MHz spectrum to enhance and secure one of our nation’s most vital assets,” Schwartz added.



In addition to the new corporate name, the Company will be changing its ticker symbol on the Nasdaq Stock Market to ATEX effective June 17, 2019.   Until that date, the Company’s stock will continue to trade under the existing PDVW ticker symbol.

 

About Anterix Inc.



Anterix Inc. (NASDAQ: ATEX) is focused on empowering the modernization of critical infrastructure and enterprise businesses by enabling broadband connectivity. Our foundational spectrum provides the ability to transform our customers operations to meet new business complexities while achieving higher levels of performance and safety. Anterix is the largest holder of licensed spectrum in the 900 MHz band, with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico.  Anterix is currently pursuing a regulatory proceeding at the Federal Communications Commission that seeks to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions.  Our chairman and our CEO co-founded Nextel Communications and have over 60 years of combined experience in telecom operations and innovative spectrum initiatives.  Anterix is headquartered in Woodland Park, NJ.



Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts are forward-looking statements as defined under the Federal securities laws. These forward-looking statements include, but are not limited to, statements regarding: (i) the Federal Communications Commission (the “FCC”) will issue a Report and Order that supports the deployment of broadband LTE networks, technologies and solutions in the 900 MHz band on a timely and economically viable basis; (ii) our ability to satisfy the FCC’s future requirements to qualify for broadband licenses; and (iii)  the demand by, and our potential contractual terms


 

with, electric utilities and other critical infrastructure providers for the lease of our spectrum assets.  Any such forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties that could cause our actual future results to differ materially from our current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) our FCC initiatives may not be successful on a timely basis or at all, and will continue to require significant time and attention from our senior management team and our expenditure of significant resources; (ii) any final Report and Order issued by the FCC may differ, possibly significantly, from the Notice of Proposed Rulemaking; (iii) even if our FCC initiatives are successful, we may not be successful in commercializing our spectrum assets to our targeted customers and markets; (iv) we have no operating history with our proposed business plan, which makes it difficult to evaluate our prospects and future financial results, and our business activities, strategic approaches and plans may not be successful; (v) we will need to secure additional financing to support our long-term business plans; (vi) we may not be able to correctly estimate our operating expenses or future revenues; (vii) many of the third parties who have objected to our FCC initiatives, or with whom we competes against, have more resources, and greater political and regulatory influence; (viii) the value of our spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes; and (ix) spectrum is a limited resource, and we may not be able to obtain sufficient contiguous spectrum to support our spectrum initiatives or our planned business operations and future growth. These and other factors that may affect our future results of operations are identified and described in more detail in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, filed with the SEC on May 20, 2019. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.



Contacts

Natasha Vecchiarelli

Director of Investor Relations & Corporate Communications

Anterix

973-531-4397

 nvecchiarelli@anterix.com



Phil Sgro
Raffetto Herman Strategic Communications
202-585-0210
psgro@rhstrategic.com