BOINGO WIRELESS,INC. (NASDAQ:WIFI) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On November14, 2017, Boingo Wireless,Inc. (the “Company”) posted an Investor FAQ (the “Investor FAQ”) to the Company’s investor relations section of its website at http://investors.boingo.com/events.cfm. The Company first used the Investor FAQ at a presentation given to investors on November14, 2017. The Investor FAQ is responsive to general investor inquiries that the Company receives regarding its business.
The information in this Form8-K being furnished under Item 7.01 shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
TheInvestor FAQ contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Any forward-looking statements contained therein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to maintain its existing relationships and establish new relationships with venue partners, its ability to complete build-outs and sign venue contracts, its ability to maintain revenue growth and achieve profitability, its ability to execute on its strategic and business plans, its ability to successfully compete with new technologies and adapt to changes in the wireless industry, as well as other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (SEC), including the Company’s Form10-K for the year ended December31, 2016 filed with the SEC on March13, 2017 (the “Form10-K”) and Form10-Q for the quarter ended March31, 2017 filed with the SEC on May8, 2017, Form10-Q for the quarter ended June30, 2017 filed with the SEC on August4, 2017 and Form10-Q for the quarter ended September30, 2017 filed with the SEC on November8, 2017 (the “Form10-Qs”), which the Company incorporates by reference into this document. In addition to U.S. GAAP financials, the Investor FAQ may include certain non-GAAP financial measures. These historical and forward-looking non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. Reconciliations of the non-GAAP financial measures to the most comparable measures under GAAP are found in the Company’s filings with the SEC, including its Form10-K and its Form10-Qs.