UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 21, 2017 (February
15, 2017)
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718 New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant's
telephone number, including area code:
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(212) 201-2400
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Not Applicable
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(Former name or former address, if changed since last
report)
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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 (see General Instruction A.2.
below):
☐ 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))
Item 8.01
Other Events.
On February 15, 2017, Fusion Telecommunications
International, Inc. (the “Registrant”)
was telephonically advised by the Corporate Finance Staff (the
“Staff”)
of the Securities and Exchange Commission (the
“SEC”) that, in the Staff’s opinion, the
financial statements of Apptix Inc. included as an exhibit to the
Registrant’s Current Report on Form 8-K originally filed on
November 18, 2017 (the “Apptix Form
8-K”), did not comply
with applicable SEC auditing standards (the
“Deficiency”).
As a result, the Staff concluded that (a) until the Deficiency is
cured, the Registrant would not be current in its reporting
obligations under the Securities Exchange Act of 1934, as amended,
and (b) the Registrant does not currently meet the applicable
requirements for use of Form S-3 under the Securities Act of 1933,
amended, for registration of its securities. The Registrant is
currently reviewing its options with respect to the Staff’s
determination, including whether to seek a formal waiver from
applicable SEC requirements. There can be no assurance that any
such waiver request will receive favorable treatment. The
Registrant is currently working to correct the Deficiency and, once
the required financial statements are completed, it intends to file
a further amendment to the Apptix Form 8-K. Thereafter, the
Registrant intends to make applicable filings with the SEC to
permit resales of the Registrant’s common stock by
stockholders holding contractual registration rights. Holders of
such contractual rights may be entitled to certain damage payments
prior to the Registrant regaining compliance with affected
registration rights.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
None
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused
this report on Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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By: /s/ Gordon Hutchins,
Jr.
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Gordon Hutchins, Jr.
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February 21, 2017
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President and Chief Operating Officer
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