Form 8-K Spectrum Global Solution For: Mar 01

 

 

 

 

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): March 1, 2021

 

Spectrum Global Solutions, Inc.

(Exact name of registrant as specified in its charter)

  

Nevada		000-53461		26-0592672
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

 

980 N. Federal Highway, Suite 304, Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (407) 512-9102

 

N/A

Former name or former address, if changed since last report

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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))

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 1, 2021, Spectrum Global Solutions, Inc., a Nevada corporation (the “Company”), announced the appointment of Mark Porter, age 48, to replace Roger Ponder as Chief Executive Officer (“CEO”) of the Company, effective March 1, 2021.

 

Since January 2001, Mr. Porter has been President and Chief Executive Officer of HWN, Inc. (“High Wire Networks”). With over two decades of technology industry experience, Mr. Porter is a channel veteran with extensive experience in pioneering new and more innovative ways to deliver professional and managed services.

 

There are no family relationships between Mr. Porter and any director or executive officer of the Company. As reported in the Current Report on Form 8-K filed by the Company on February 2, 2021, on January 27, 2021, the Company, HW Merger Sub, Inc., High Wire Networks and the stockholders of High Wire Networks (the “Stockholders”) entered into an Agreement and Plan of Merger (the “Agreement”) whereby the Stockholders agreed to sell to the Company all of the capital stock of High Wire Networks. Mr. Porter is a stockholder of High Wire Networks. The closing of the transaction contemplated by the Agreement is subject to certain closing conditions, as set forth in the Agreement. Following such closing, High Wire Networks will be a wholly-owned subsidiary of the Company.

 

A copy of the press release announcing the hiring of Mr. Porter is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item

9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated March 1, 2021.

 

  

SIGNATURES

 

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.

 

	SPECTRUM GLOBAL SOLUTIONS, INC.
March 2, 2021	By:	/s/ Keith Hayter
	Name:	Keith Hayter
	Title:	President

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Spectrum Global Solutions Provides Update on Merger with High Wire Networks

 

SGSI Appoints Mark Porter as New CEO

 

BOCA RATON, Fla., and BATAVIA, Ill., March 01, 2021 (GLOBE NEWSWIRE) -- Spectrum Global Solutions Inc. (the "Company" or "Spectrum") (OTCQB: SGSI), a single-source provider of next-generation communications network and professional services to telecommunications and enterprise markets, provides an update on the Company’s merger (the “Merger”) with High Wire Networks Inc. (“High Wire”) and announces the appointment of Mark Porter as the new CEO of Spectrum. 

 

All but one of the closing conditions of the Merger have now been satisfied or waived by the parties.  The lone remaining closing condition concerns a pending Paycheck Protection Program Loan Forgiveness Application submitted by one of Spectrum’s subsidiaries. Closing the Merger after Small Business Administration (SBA) forgiveness prevents a change of control event under SBA rules that would jeopardize the forgiveness and impact the Company’s P&L for 2021. The Company submitted its forgiveness application in accordance with Paycheck Protection Program rules and expects forgiveness in the very near future. 

 

“As we near the next phase of our journey, the Board of Directors has asked that Mark Porter lead Spectrum Global Solutions as its new CEO, as we work towards achieving a listing on a national exchange,” said Roger Ponder, Chairman of SGSI. “We are confident in Mark and his outstanding team as they work towards Spectrum’s continued success.”

 

“I am very excited about the merger with Spectrum and have accepted the appointment as CEO in advance of the Closing in order to accelerate the pace of integration and get everyone focused on the same vision, to make this a world class organization,” said Porter.    

 

About Spectrum Global Solutions

Spectrum Global Solutions Inc. operates through its subsidiaries ADEX Corp., Tropical Communications Inc. and AW Solutions Puerto Rico LLC. The Company is a leading provider of telecommunications engineering and infrastructure services across the United States, Canada, Puerto Rico and Caribbean. For more information about the Company and its technologies visit the Company’s public filings at www.SEC.gov or the Company’s website at https://SpectrumGlobalSolutions.com/

 

About High Wire Networks
For 20 years, High Wire Networks has been a trusted partner to VARs, MSPs, distributors, integrators, manufacturers, and telecom providers by enabling them to minimize overhead while extending delivery capabilities around the world. Our flexible workforce delivers vendor-agnostic technical field, professional and security services in more than 180 countries. Our services include design, installation, configuration, and support for unified communications, wired and wireless networks, cabling and infrastructure, and electrical systems. Our new Overwatch Managed Security Platform-as-a-Service enables our partners to deliver comprehensive cybersecurity that’s easy to sell and easy to buy for an affordable subscription. We also offer a variety of on-demand, rapid-response solutions with service levels ranging from two hours to the next business day for onsite break-fix and remote technical support. With High Wire Networks, partners Get Work Done. Learn more at http://www.highwirenetworks.com

  

Forward-Looking Statements:
The above news release contains forward-looking statements. The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as "anticipate," "appear," "believe," "could," "estimate," "expect," "hope," "indicate," "intend," "likely," "may," "might," "plan," "potential," "project," "seek," "should," "will," "would," and other variations or negative expressions of these terms, including statements related to expected market trends and the Company's performance, are all "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performances and are subject to a wide range of external factors, uncertainties, business risks, and other risks identified in filings made by the company with the Securities and Exchange Commission. Actual results may differ materially from those indicated by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based except as required by applicable law and regulations.

 

Investor Relations
Spectrum Global Solutions
www.SpectrumGlobalSolutions.com/ 
561-672-7068 

 

Media Relations
Susanna Song
Director of Marketing and Communications
High Wire Networks
630-635-6717 
[email protected]

 

 

 

 

 

 

 

 

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