FTE NETWORKS, INC. (OTCMKTS:FTNW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
During 2018 and the beginning of 2019, FTE Networks, Inc. (the “Company”) entered into certain securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Investors”), to which the Company agreed to sell convertible notes (the “Notes”), convertible into shares of common stock of the Company, par value $0.001 per share (“Common Stock”) of which an aggregate principal amount of approximately $7.5 million is currently outstanding.
The Notes mature anywhere from six to twelve months from the date of issuance, bear interest between 4-8 % per annum and are convertible at the Investors option at variable conversion prices at a discount to market.
| Item 2.03 | Creation of a Direct Financial Obligation |
The issuance of the Notes described in Item 1.01 are incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Information concerning the Company’s issuance of Notes and the shares of Common Stock issuable upon conversion of the Notes as set forth in Item 1.01 are incorporated by reference into this Item 3.02.
The Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Underlying Shares”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Investors acquired the securities for investment and were accredited investors as defined by Rule 501 under the Securities Act. The Notes and Underlying Shares may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
An Executive Committee of the Company’s Board of Directors has elected to terminate the Company’s program to repurchase up to $4,000,000 shares of its common stock that was previously announced on December 19, 2018. No shares were repurchased under the program.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 4.1 | Convertible Note, dated as of March 21, 2018 |
| 4.2 | Convertible Note, dated as of June 13, 2018 |
| 4.3 | Convertible Note, dated as of June 13, 2018 |
| 4.4 | Convertible Note, dated as of June 21, 2018 |
| 4.5 | Convertible Note, dated as of September 25, 2018 |
| 4.6 | Convertible Note, dated as of September 27, 2018 |
| 4.7 | Convertible Note, dated as of October 1, 2018 |
| 4.8 | Convertible Note, dated as of October 5, 2018 |
| 4.9 | Convertible Note, dated as of October 9, 2018 |
| 4.10 | Convertible Note, dated as of October 25, 2018 |
| 4.11 | Convertible Note, dated as of November 5, 2018 |
| 4.12 | Convertible Note, dated as of November 5, 2018 |
| 4.13 | Convertible Note, dated as of November 5, 2018 |
| 4.14 | Convertible Note, dated as of November 5, 2018 |
| 4.15 | Convertible Note, dated as of November 5, 2018 |
| 4.16 | Convertible Note, dated as of December 3, 2018 |
| 4.17 | Convertible Note, dated as of December 3, 2018 |
| 4.18 | Convertible Note, dated as of December 7, 2018 |
| 4.19 | Convertible Note, dated as of January 3, 2019 |
| 4.20 | Convertible Note, dated as of January 3, 2019 |
| 4.21 | Convertible Note, dated as of January 7, 2019 |
| 10.1 | Securities Purchase Agreement, dated as of March 21, 2018, by and between FTE Networks, Inc. and Investor |
| 10.3 | Securities Purchase Agreement, dated as of June 13, 2018, by and between FTE Networks, Inc. and Investor |
| 10.4 | Securities Purchase Agreement, dated as of June 21, 2018, by and between FTE Networks, Inc. and Investor |
| 10.5 | Securities Purchase Agreement, dated as of September 25, 2018, by and between FTE Networks, Inc. and Investor |
| 10.6 | Securities Purchase Agreement, dated as of September 27, 2018, by and between FTE Networks, Inc. and Investor |
| 10.7 | Securities Purchase Agreement, dated as of October 1, 2018, by and between FTE Networks, Inc. and Investor |
| 10.8 | Securities Purchase Agreement, dated as of October 5, 2018, by and between FTE Networks, Inc. and Investor |
| 10.9 | Securities Purchase Agreement, dated as of October 9, 2018, by and between FTE Networks, Inc. and Investor |
| 10.10 | Securities Purchase Agreement, dated as of October 25, 2018, by and between FTE Networks, Inc. and Investor |
| 10.11 | Securities Purchase Agreement, dated as of November 5, 2018, by and between FTE Networks, Inc. and Investor |
| 10.12 | Securities Purchase Agreement, dated as of November 5, 2018, by and between FTE Networks, Inc. and Investor |
| 10.14 | Securities Purchase Agreement, dated as of November 5, 2018, by and between FTE Networks, Inc. and Investor |
| 10.15 | Securities Purchase Agreement, dated as of November 5, 2018, by and between FTE Networks, Inc. and Investor |
| 10.18 | Securities Purchase Agreement, dated as of December 7, 2018, by and between FTE Networks, Inc. and Investor |
FTE Networks, Inc. Exhibit
EX-4.1 2 ex4-1.htm CONVERTIBLE PROMISSORY NOTE Effective Date: March 21,…
To view the full exhibit click here
About FTE NETWORKS, INC. (OTCMKTS:FTNW)
FTE Networks, Inc., (FTE Networks) is a provider of international and regional telecommunications and technology systems, and infrastructure services. The Company’s segments are Telecommunications and Staffing. It also offers managed information technology, telecommunications services, subscriber-based services and staffing solutions through its subsidiaries, Jus-Com, Inc. (doing business as FTE Network Services), FTE Wireless, LLC and Focus Venture Partners, Inc. (doing business as FVP Worx). Its services include engineering consulting, design, installation, maintenance and emergency response in various categories, including cabling, equipment installation and configuration, rack and stack, wiring build-outs, infrastructure build-outs, direct current power installation, online service provider/Internet service provider fiber placement, fiber cable splicing and testing. In the wireless space, it provides engineering, design, installation and upgrade of wireless communications networks.
