InterCloud Systems, Inc. (OTCMKTS:ICLD) Files An 8-K Other Events
Item 8.01 Other Events.

In the annual reports of InterCloud Systems, Inc. (the “Company”) for each of the fiscal years ended 2014, 2015 and 2016, the Company disclosed that it had previously received a subpoena as part of an investigation by the Securities and Exchange Commission (“SEC”) known as “In the Matter of Certain Stock Promotions.” On December 15, 2017, the Company received a written “Wells Notice” from the SEC related to that same investigation indicating the SEC Staff’s preliminary determination to recommend that the SEC file an action against the Company in connection with such investigation.

A Wells Notice is neither a formal allegation of wrongdoing nor a finding that the Company violated any law.Rather, it provides the Company with an opportunity to respond to issues raised by the SEC Staff and offer its perspective prior to any SEC decision or formal allegation being made.

TheWells notice issued to the Company states that the proposed action against the Company would allege violations of Sections 5(c) and 17(a) of the Securities Act of 1933 and Sections 9(a), 10(b), and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder. The Wells Notice states that the Staff’s recommendation may involve a civil injunctive action, public administrative proceeding, and/or cease-and-desist proceeding, and may seek remedies that include an injunction, a cease-and-desist order, disgorgement, pre-judgment interest, and civil money penalties.

The Company will continue to cooperate with the SEC’s inquiry and intends to make a submission to the SEC Staff setting forth why no action should be commenced against it. The Company does not believe that a resolution of this matter will have a material impact on its operations.

About InterCloud Systems, Inc. (OTCMKTS:ICLD)

InterCloud Systems, Inc. is a provider of cloud networking orchestration and automation for software-defined networking (SDN) and network function virtualization (NFV) cloud environments. The Company operates through four segments: applications and infrastructure, professional services, managed services and cloud services. The applications and infrastructure segment provides engineering and professional consulting services, and voice, data and optical solutions. The professional services segment provides outsourced services to the wireless and wireline industry and information technology industry. The cloud services segment provides cloud computing and storage services to customers. The managed services segment provides hardware and software products to customers, and provides maintenance and support for those products. It offers its solutions to the telecommunications service provider (carrier) and corporate enterprise markets through cloud solutions and professional services.