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 22, 2018
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AIRBORNE WIRELESS NETWORK
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(Exact name of registrant as specified in charter)
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Nevada
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333-179079
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27-4453740
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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4115 Guardian Street, Suite C, Simi Valley, California 93063
(Address of principal executive offices and zip code)
(805) 583-4302
(registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act (17 CFR 240.12b-2)
x
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
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Item 3.03 Material Modification of Rights of Security Holders.
As previously disclosed, the stockholders of Airborne Wireless Network, a Nevada corporation (the “
Company
”), approved an amendment (the “
Amendment
”) to the Company’s Amended and Restated Articles of Incorporation that increased the number of authorized shares of stock and granted the board of directors of the Company (the “
Board
”) the authority to effect up to five separate reverse splits of the Company’s common stock (“
Common Stock
”) each to be in a ratio of up to thirty thousand (30,000) to one (1) (each, a “
Reverse Split
”), with any fractional shares to be either rounded up to the next whole share or, at the option of the Board, the holders of the fractional shares that would have resulted from such Reverse Split will be paid in cash in a proportionate amount based on the average closing price of the Common Stock for the five trading days preceding the date of such Reverse Split.
In accordance with the stockholder authorization, the Board approved a 30,000-to-1 reverse stock split, effective August 24, 2018. The Company filed a Certificate of Change (the “
Certificate of Change
”) with the Secretary of State of the State of Nevada on August 22, 2018 to provide notice of the pending effectiveness of the Reverse Split. The Reverse Split became effective as of 11:59 p.m. on August 24, 2018. As a result of the Reverse Split, every 30,000 pre-split shares of Common Stock outstanding were automatically combined into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was be reduced from approximately 8,888,443,700 shares to approximately 296,000 shares (subject to rounding of fractional shares). The Company issued one whole share of the post-Reverse Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split. As a result, no fractional shares have been issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split.
In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company’s outstanding shares of preferred stock and stock options and warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan will be reduced proportionately.
After the Reverse Split, the Company’s common stock will trade under the symbol "ABWND" for 20 business days, afer which the symbol will revert to “ABWN.” The new CUSIP number for the Company’s common stock following the Reverse Split is 00928L 300.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On August 24, 2018, the Company issued a press release announcing the effectiveness of the Reverse Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AIRBORNE WIRELESS NETWORK
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Date: August 24, 2018
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/s/ J. Edward Daniels
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J. Edward Daniels
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President, Treasurer and Secretary
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EXHIBIT 3.1
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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708
Website: www.nvsos.gov
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•090303•
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Certificate of Change Pursuant to NRS 78.209
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Filed in the office of Document Number
Barbara K. Cegavske
20180371150-58
Barbara K. Cegavske Filing Date and Time
Secretary of State
08/22/2018 1:02 PM
State of Nevada
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Entity Number
E0005492011-9
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USE BLACK INK ONLY·
00 NO HIGHLIGHT
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ABOVE
SPACE
ISFOR OFFICE USEONLY
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Certificate of Change filed Pursuant to NRS 78
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2
09
For
Nevada
Profit Corporations
1. Name of corporation:
Airborne Wireless Network
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
5,000,000,000,000 shares of common stock, par value $0.001 per share 10,000,000 shares of preferred stock, par value $0.001 per share.
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
5,000,000,000,000 shares of common stock, par value $0.001 per share
10,000,000 shares of preferred stock, par value $0.00 l per share.
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
At the effective date and time of the reverse stock split, one (1) share of common stock will be issued for every 30,000 shares of common stock outstanding.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
Fractional shares will be rounded up to the next whole share of common stock.
7. Effective date and time of filing: (optional) Date: August 24, 2018 Time: 8:59 pm
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8. Signature: (required)
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(must not be later than 90 days after the certificate is filed)
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/s/ J. Edward Daniels
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President
Title
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IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompan
i
ed
by appropriate fees
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Nevada Secretary of State Stock Split
Revised: 1.5
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15
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EXHIBIT 99.1
Airborne Wireless Network Effects Reverse Stock Split
SIMI VALLEY, August 24, 2018 /PRNewswire/ -- Airborne Wireless Network (“Airborne Wireless” or the “Company”) (OTCQB: ABWN) today announced that it is effecting a 30,000-to-1 reverse stock split. The reverse stock split will become effective at 11:59 p.m. on August 24, 2018. The Company will trade for approximately the next twenty days under the symbol ABWND. As a result of the reverse stock split, every 30,000 shares of the Company’s common stock outstanding will be automatically combined into one new share of common stock without any action on the part of Airborne Wireless Network stockholders. As a result of the reverse stock split, there will be approximately 296,000 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares).
The Company will issue one whole share of common stock to any stockholder who otherwise would have received a fractional share as a result of the reverse stock split. No cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the reverse stock split.
As of August 24, 2018, the Company had outstanding unsecured convertible notes issued to a number of unrelated third parties in the aggregate principal amount of approximately $1.84 million. As previously disclosed, on May 29, 2018, the Company completed a public offering of 8,000 units, each consisting of one share of the Company’s Series A Convertible Preferred Stock and one Series 1 warrant to purchase one share of Series A Convertible Preferred Stock, one Series 2 warrant to purchase one share of Series A Convertible Preferred Stock and one Series 3 warrant to purchase one share of Series A Convertible Preferred Stock, each exercisable at an initial exercise price of $1,000 per share of Series A Convertible Preferred Stock. After giving effect to the reverse stock split, (i) 6,988 of the original 8,000 issued shares of Series A Convertible Preferred Stock have been converted into 130,656 post-split shares of common stock and (ii) 500 of the original 24,000 warrants have been exercised, resulting in aggregate proceeds of $500,000 paid to the Company.
About Airborne Wireless Network
The Company intends to create a high-speed broadband airborne wireless network by linking commercial aircraft in flight. It is projected that each aircraft participating in the network will act as an airborne repeater or router, sending and receiving broadband signals from one aircraft to the next and creating a digital information superhighway in the sky. The Company intends the network to be a high-speed broadband internet pipeline to improve coverage and connectivity. The Company does not intend to provide retail customer coverage to end users but, instead, act as a wholesale carrier with target customers, such as internet service providers and telephone companies.
Currently, the world’s connectivity is achieved by use of undersea cables, ground-based fiber and satellites. The Company believes that the Company’s airborne digital highway may be a solution to fill the world’s connectivity void. The Company’s network, once developed, should provide low cost, high-speed connectivity to rural areas, island nations, ships at sea, oil platforms, in addition to connectivity to commercial and private aircraft in flight.
For further information see: www.airbornewirelessnetwork.com
Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward- looking statements.
Risks and uncertainties include, but are not limited to, availability of capital; the inherent uncertainties associated with developing new products or technologies and operating as a development-stage company; our ability to raise the additional funding we will need to continue to pursue our business and product development plans; our ability to develop and commercialize products based on our technology platform; competition in the industry in which we operate and market; general industry conditions; general economic factors; the impact of industry regulation; technological advances; new products and patents attained by competitors; manufacturing difficulties or delays; dependence on the effectiveness of the Company’s patents; and the exposure to litigation, including patent litigation, and/or regulatory actions.
Contact:
Airborne Wireless Network
info@airbornewirelessnetwork.com