Attached files
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EX-99.2 - PRO FORMA FINANCIAL INFORMATION - Fusion Connect, Inc. | fsnn_ex992.htm |
EX-99.1 - FINANCIAL STATEMENTS OF THE ACQUIRED BUSINESS - Fusion Connect, Inc. | fsnn_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event
reported) April 17, 2017 (November 14,
2016)
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))
EXPLANATORY NOTE: On November 18, 2016, the registrant filed a
Current Report on Form 8-K under Items 2.01, 2.03, 3.02 and 1.01.
Amendment No. 2 to such Current Report was filed on January 27,
2017 in order to provide the information required by Item 9.01(a)
and Item 9.01(b) of Form 8-K. This Amendment No. 3 to such Current
Report, which is restated in its entirety (with appropriate
updates), supersedes and replaces the information required by Item
9.01(a) and Item 9.01(b) with Exhibits 99.1 and 99.2 filed
herewith.
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On
November 14, 2016, Fusion NBS Acquisition Corp. (the
“Buyer”
or “FNAC”), a subsidiary of
Fusion Telecommunications International, Inc. (“Fusion”), and Fusion
(solely for limited enumerated purposes) entered into a Stock
Purchase and Sale Agreement (the “Apptix Purchase
Agreement”) with Apptix, ASA (the “Seller”), pursuant to
which FNAC acquired all of the issued and outstanding capital stock
of Apptix, Inc., a wholly-owned subsidiary of the Seller
(“Apptix”). Apptix provides
cloud-based business communications, collaboration, infrastructure
and security solutions to mid-market and enterprise
customers.
The
purchase price paid by FNAC for Apptix was $26.7 million, including
an adjustment for the closing date cash on hand. The purchase price
was paid (i) $23,063,484 in cash, and (ii) the balance in 2,997,926
shares of Fusion’s common stock (the “Seller Shares”), valued
at $1.21 per share. The cash portion of the purchase price was
funded through a new senior secured facility entered into
simultaneous with the Apptix acquisition (see Item 2.03
below).
Fusion
has agreed, on or prior to August 14, 2017, at its expense (i) to
file a registration statement under the Securities Act of 1933, as
amended (the “Securities Act”) to
register resale of the Seller Shares on behalf of the Seller (and,
if applicable, distribution of the Seller Shares to the
shareholders of the Seller), (ii) to cause the registration
statement to become effective no more than 90 days following the
date it is filed (120 days under certain circumstances), and (iii)
to maintain the effectiveness of the registration statement for up
to two years. Notwithstanding the foregoing, the Seller has agreed
to use its reasonable efforts to obtain an agreement from certain
of its shareholders, not to sell any such Seller Shares, including
under the registration statement, prior to November 14,
2017.
The
foregoing description of the Apptix Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Apptix Purchase Agreement which is attached hereto
as Exhibit 10.3.1
and is incorporated by reference herein. The Apptix Purchase
Agreement has been included as an exhibit hereto solely to provide
investors and security holders with information regarding its
terms. It is not intended to be a source of financial, business or
operational information about Fusion, FNAC or any other subsidiary
of Fusion. The representations, warranties and covenants contained
in the Apptix Purchase Agreement are made only for purposes of the
specific agreement and are made as of specific dates; are solely
for the benefit of the parties to that agreement; may be subject to
qualifications and limitations agreed upon by the parties in
connection with negotiating the terms of the Apptix Purchase
Agreement, including being qualified by confidential disclosures
made for the purpose of allocating contractual risk between the
parties rather than establishing matters as facts; and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors or security
holders. Investors and security holders should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of Fusion or any subsidiary of Fusion. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
agreement, which subsequent information may or may not be fully
reflected in public disclosures.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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On
November 14, 2016 (i) FNAC entered into a Credit Agreement (the
“East West Credit
Agreement”) with East West Bank, as Administrative
Agent, Swingline Lender, an Issuing Bank and a Lender
(“East West
Bank”) and other lenders (collectively with East West
Bank, the “East West
Lenders”) and (ii) FNAC, Fusion and Fusion’s
subsidiaries other than FNAC (the “Subsidiaries” and
together with Fusion and FNAC, the “Company”) entered into
the Fifth Amended and Restated Securities Purchase Agreement (the
“Restated Purchase
Agreement”) with Praesidian Capital Opportunity Fund
III, L.P., Praesidian Capital Opportunity Fund III-A, LP and United
Insurance Company of America (collectively, the “Praesidian Lenders”). The
Restated Purchase Agreement amends and restates the terms of the
Fourth Amended and Restated Securities Purchase Agreement and
Security Agreement, dated December 8, 2015 (the “Fourth Amendment”),
pursuant to which FNAC previously sold its Series A, Series B,
Series C, Series D, Series E and Series F senior notes in an
aggregate principal amount of $33.6 million (the
“SPA
Notes”).
Under
both the East West Credit Agreement and the Restated Purchase
Agreement:
●
The Company is
subject to a number of affirmative and negative covenants,
including but not limited to, restrictions on paying indebtedness
subordinate to its obligations to the lenders, incurring additional
indebtedness, making capital expenditures, dividend payments and
cash distributions by subsidiaries.
●
The Company is
required to comply with various financial covenants, including
leverage ratio, fixed charge coverage ratio and minimum levels of
earnings before interest, taxes, depreciation and amortization; and
its failure to comply with any of the restrictive or financial
covenants could result in an event of default and accelerated
demand for repayment of its indebtedness.
●
The Company
granted the lenders security interests on all of its assets, as
well as the capital stock of FNAC and each of the
Subsidiaries.
●
Fusion and the
Subsidiaries (and future subsidiaries of both) have guaranteed
FNAC’s obligations, including FNAC’s repayment
obligations thereunder.
The
foregoing and following descriptions of the East West Credit
Agreement and the Restated Purchase Agreement do not purport to be
complete and are qualified in their entirety by reference to the
East West Credit Agreement, which is attached hereto as
Exhibit 10.1.1, and
the Restated Purchase Agreement, which is attached hereto as
Exhibit 10.2, each
of which is incorporated by reference herein. The East West Credit
Agreement and the Restated Purchase Agreement have been included as
exhibits hereto solely to provide investors and security holders
with information regarding their respective terms. They are not
intended to be a source of financial, business or operational
information about Fusion, FNAC or any other subsidiary of Fusion.
The representations, warranties and covenants contained in the East
West Credit Agreement and the Restated Purchase Agreement are made
only for purposes of the specific agreement and are made as of
specific dates; are solely for the benefit of the parties; may be
subject to qualifications and limitations agreed upon by the
parties in connection with negotiating the terms of each such
agreement, including being qualified by confidential disclosures
made for the purpose of allocating contractual risk between the
parties rather than establishing matters as facts; and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors or security
holders. Investors and security holders should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of Fusion, FNAC or any other subsidiary of Fusion.
Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date
of the respective agreement, which subsequent information may or
may not be fully reflected in public disclosures.
East West Credit Facility
Contemporaneously
with the completion of the Apptix transaction, FNAC entered into,
and consummated the transactions contemplated by, the East West
Credit Agreement. Under the East West Credit Agreement, the East
West Lenders extended the Company (i) a $65 million term loan and
(ii) a $5 million revolving credit facility (which includes up to
$4,000,000 in “swingline” loans that may be accessed on
a short-term basis). The proceeds of the term loan were used, in
part, to retire FNAC’s obligations under a $40 million credit
facility with Opus Bank and, in part, to fund FNAC’s
acquisition of Apptix (see Item 2.01 above).
Borrowings under
the East West Credit Agreement are evidenced by promissory notes
bearing interest at rates to be computed based upon either the then
current “prime” rate of interest or “LIBOR”
rate of interest, as selected by FNAC at the time of its
borrowings. Interest on borrowings that FNAC designates as
“base rate” loans bear interest at the greater of the
prime rate published by the Wall Street Journal or 3.25% per annum,
in each case plus 2% per annum. Interest on borrowings that FNAC
designates as “LIBOR rate” loans bear interest at the
LIBOR rate of interest published by the Wall Street Journal, plus
5% per annum.
The
Company is required to repay the term loan in equal monthly
payments of $270,833.33 commencing January 1, 2017 and continuing
until January 1, 2018, when monthly payments increase to
$541,666.67 until the maturity date of the term loan on November
12, 2021. Borrowings under the revolving credit facility are also
payable on the November 12, 2021 maturity date of the
facility.
In
conjunction with the execution of the East West Credit Agreement,
the Company and the East West Lenders also entered into (i) an IP
Security Agreement under which the Company has pledged intellectual
property to the East West Lenders to secure payment of the East
West Credit Agreement, (ii) Subordination Agreements under which
certain creditors of the Company and the East West Lenders have
established priorities among them and reached certain agreements as
to enforcing their respective rights against the Company, and (iii)
a Pledge and Security Agreement under which Fusion and FNAC have
each pledged its equity interest in its subsidiaries to the East
West Lenders.
Restated Purchase Agreement
The
Restated Purchase Agreement amends the Fourth Amendment by (i)
providing the Praesidian Lenders’ consent to the acquisition
of Apptix, (ii) joining Apptix as a guarantor and credit party
under the Restated Purchase Agreement, (iii) modifying certain
financial covenants contained in the Fourth Amendment, and (iv)
extending the maturity date of the SPA Notes to May 12, 2022. The
Praesidian Lenders have also entered into a Subordination Agreement
with the East West Lenders pursuant to which the Praesidian Lenders
have subordinated their right to payment under the Restated
Purchase Agreement to repayment of the Company’s obligations
under the East West Credit Agreement.
Except
as described in the preceding paragraph, the Restated Purchase
Agreement contains substantially the same terms and conditions as
the Fourth Amendment. Those terms are described in Fusion’s
Current Report on Form 8-K which, along with a copy of the Fourth
Amendment, was filed with the Securities and Exchange Commission on
December 14, 2015.
Item 3.02
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Unregistered Sales of Equity Securities.
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(a) As
discussed under Item 2.01, above, on November 16, 2016, Fusion
issued an aggregate of 2,997,926 Seller Shares to the Seller, an
accredited investor, under the Apptix Purchase Agreement, in
connection with FNAC’s acquisition of Apptix. The information
provided under Item 2.01 above, is incorporated in this section by
this reference. The investor is a “non-US person” and
the certificates evidencing the Seller Shares bear a legend
restricting their transferability absent registration under the
Securities Act or the availability of an applicable exemption
therefrom. The issuance of the Seller Shares is exempt from the
registration requirements of the Securities Act by reason of
Section 4(2) and Regulation D promulgated thereunder.
(b) On
November 16, 2016, Fusion sold an aggregate of 2,431,091 shares of
its common stock (the “SPA Shares”) for an
aggregate purchase price of $2,795,754, or $1.15 per share. The SPA
Shares were sold pursuant to the terms of a Common Stock Purchase
Agreement (the “Stock Purchase
Agreement”), dated November 14, 2016, with 22 separate
investors, each of whom is an accredited investor as such term is
defined in Rule 501(a) of Regulation D under the Securities
Act.
Fusion
has agreed that, not later than December 29, 2016, it will file a
registration statement under the Securities Act to register resale
of the SPA Shares on behalf of the registered owners. The Stock
Purchase Agreement requires Fusion to pay liquidated damages to the
registered owners, in an amount not to exceed 12% of the purchase
price of the SPA Shares, in the event the registration statement is
not timely filed, or if it is not declared effective by the
Securities and Exchange Commission within the prescribed time, or
if Fusion fails to maintain the effectiveness of the registration
statement during the prescribed period, or if there ceases to be
“current public information” about Fusion, within the
meaning of Rule 144 under the Securities Act, during the prescribed
time provided. Fusion has also agreed to certain limitations on
issuing shares of its common stock, or securities convertible or
exchangeable into common stock, during the period from the date of
the Stock Purchase Agreement until 45 days following the effective
date of the registration statement. As the Securities and Exchange
Commission determined that the previous amendment to this Current
Report on Form 8-K contained financial statements of Apptix that
did not comply with applicable rules, Fusion was required to
withdraw a pre-effective Form S-3 registration statement filed by
it in December 2016 to register the SPA Shares. Promptly following
the filing of this Amendment No. 3 to Current Report on Form 8-K,
Fusion intends to file a new Form S-1 registration statement to
register the SPA Shares. Fusion will be obligated to pay liquidated
damages to the investors until there is a current resale prospectus
pursuant to which they can resell their SPA Shares.
Fusion
paid a placement agent fee of approximately 7% of the proceeds from
the sale of the SPA Shares to Craig-Hallum Capital Group LLC, a
licensed broker-dealer. Each of the purchasers represented that it
was an accredited investor, purchasing the SPA Shares for its own
account, for investment purposes and not with a view towards
distribution; and the certificates evidencing the SPA Shares bear a
legend restricting their transferability absent registration under
the Securities Act or the availability of an applicable exemption
therefrom. The issuance of the SPA Shares is exempt from the
registration requirements of the Securities Act by reason of
Section 4(2) of the Securities Act and Regulation D promulgated
thereunder.
The
foregoing description of the Stock Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the execution version of the Stock Purchase Agreement,
a composite copy of which is attached hereto as Exhibit 10.4 and is
incorporated by reference herein. The Stock Purchase Agreement has
been included as an exhibit hereto solely to provide investors and
security holders with information regarding its terms. It is not
intended to be a source of financial, business or operational
information about Fusion or any subsidiary of Fusion. The
representations, warranties and covenants contained in the Stock
Purchase Agreement are made only for purposes of the specific
agreement and are made as of specific dates; are solely for the
benefit of the parties thereto; may be subject to qualifications
and limitations agreed upon by the parties in connection with
negotiating the terms of each such agreement, including being
qualified by confidential disclosures made for the purpose of
allocating contractual risk between the parties rather than
establishing matters as facts; and may be subject to standards of
materiality applicable to the contracting parties that differ from
those applicable to investors or security holders. Investors and
security holders should not rely on the representations, warranties
and covenants or any description thereof as characterizations of
the actual state of facts or condition of Fusion or any subsidiary
of Fusion. Moreover, information concerning the subject matter of
the representations, warranties and covenants may change after the
date of the respective agreement, which subsequent information may
or may not be fully reflected in public disclosures.
Item 1.01
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Entry into a Material Definitive Agreement
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As
discussed under Items 2.01 and 3.02(a) above, on November 14, 2016
FNAC and Fusion entered into the Apptix Purchase Agreement. The
information provided under Items 2.01 and 3.02(a) above is
incorporated in this section by this reference.
As
discussed under Item 2.03 above, on November 14, 2016 FNAC entered
into (i) the East West Credit Agreement and (ii) the Restated
Purchase Agreement. The information provided under Item 2.03 above,
is incorporated in this section by this reference.
As
discussed under Item 3.02(b) above, on November 14, 2016 Fusion
entered into the Stock Purchase Agreement. The information provided
under Item 3.02(b) above is incorporated in this section by this
reference.
Item 9.01
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Financial Statements and Exhibits.
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(a)
Financial Statements of Business Acquired.
The
financial statements of the acquired business for the periods
required by this item are filed as Exhibit 99.1 to this current
report and are incorporated herein by reference.
(b)
Pro Forma Financial Information.
The
information required by this item is furnished as Exhibit 99.2 to
this current report and is incorporated herein by
reference.
(c)
Shell Company Transactions.
Not
Applicable.
(d) Exhibits .
Exhibit No.
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Description of Exhibit
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10.1.1
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Credit
Agreement, dated November 14, 2016, by and among Fusion NBS
Acquisition Corp., East West Bank and the Other Lender from time to
time party thereto*
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10.1.2
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Revolving
Loan Note under Credit Agreement dated November 14,
2016*
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10.1.3
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Term
Loan Note under Credit Agreement dated November 14,
2016*
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10.1.4
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Swingline
Loan Note under Credit Agreement dated November 14,
2016*
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10.1.5
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Subordination
Agreement, dated as of November 14, 2016, by and among Fusion NBS
Acquisition Corp., Fusion Telecommunications International, Inc.,
Network Billing Systems, L.L.C., PingTone Communications Inc.,
Fusion BVX LLC, Fidelity Telecom, LLC, Fidelity Access Network,
Inc., Fidelity Access Networks, LLC, Fidelity Connect, LLC,
Fidelity Voice Services, LLC, Apptix, Inc., Praesidian Capital
Opportunity Fund III, LP, as agent, and East West Bank, as
administrative agent*
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10.1.6
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InterCreditor
and Subordination Agreement, dated as of November 14, 2016, by and
among Marvin Rosen, Fusion Telecommunications International, Inc.
and East West Bank, as administrative agent*
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10.1.7
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Pledge
and Security Agreement, dated as of November 14, 2016, by and among
Fusion NBS Acquisition Corp., Fusion Telecommunications
International, Inc., Network Billing Systems, L.L.C., PingTone
Communications Inc., Fusion BVX LLC, Fidelity Telecom, LLC,
Fidelity Access Network, Inc., Fidelity Access Networks, LLC,
Fidelity Connect, LLC, Fidelity Voice Services, LLC, Apptix, Inc.
and East West Bank, as administrative agent*
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10.1.8
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Guaranty,
dated as of November 14, 2016, by Fusion Telecommunications
International, Inc., Network Billing Systems, L.L.C., PingTone
Communications Inc., Fusion BVX LLC, Fidelity Telecom, LLC,
Fidelity Access Network, Inc., Fidelity Access Networks, LLC,
Fidelity Connect, LLC, Fidelity Voice Services, LLC and Apptix,
Inc. to East West Bank, as administrative agent*
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10.1.9
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Intellectual
Property Security Agreement, dated as of November 14, 2016, by and
among Fusion NBS Acquisition Corp., Fusion Telecommunications
International, Inc., Network Billing Systems, L.L.C., PingTone
Communications Inc., Fusion BVX LLC, Fidelity Telecom, LLC,
Fidelity Access Network, Inc., Fidelity Access Networks, LLC,
Fidelity Connect, LLC, Fidelity Voice Services, LLC, Apptix, Inc.
and East West Bank, as administrative agent*
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10.2
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Fifth
Amended and Restated Securities Purchase Agreement, dated as of
November 14, 2016, by and among Fusion NBS Acquisition Corp.,
Fusion Telecommunications International, Inc., Network Billing
Systems, L.L.C., PingTone Communications Inc., Fusion BVX LLC,
Fidelity Telecom, LLC, Fidelity Access Network, Inc., Fidelity
Access Networks, LLC, Fidelity Connect, LLC, Fidelity Voice
Services, LLC, Apptix, Inc., Praesidian Capital Opportunity Fund
III, L.P., Praesidian Capital Opportunity Fund III-A, LP and United
Insurance Company of America*
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10.3.1
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Stock
Purchase and Sale Agreement, dated as of November 14, 2016, by and
among Fusion Telecommunications International, Inc., Fusion NBS
Acquisition Corp. and Apptix, ASA*
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10.3.2
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Registration
Rights Agreement, dated as of November 14, 2016, by and among
Fusion Telecommunications International, Inc., Fusion NBS
Acquisition Corp. and Apptix, ASA*
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10.4
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Common
Stock Purchase Agreement, dated as of November 16, 2016, by and
among Fusion Telecommunications International, Inc. and the several
purchasers of its common stock**
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99.1
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Financial
Statements of the Acquired Business***
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99.2
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Pro
Forma Financial Information****
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* -
Filed as an Exhibit with the corresponding number to the
Company’s Current Report on Form 8-K/A filed on November 18,
2016 and incorporated herein by reference.
** -
Filed as an Exhibit with the corresponding number to the
Company’s Current Report on Form 8-K/A filed on January 27,
2017 and incorporated herein by reference.
*** -
Filed herewith.
**** -
Furnished herewith.
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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April
17, 2017
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President
and Chief Operating Officer
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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10.1.1
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Credit
Agreement, dated November 14, 2016, by and among Fusion NBS
Acquisition Corp., East West Bank and the other Lender from time to
time party thereto*
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10.1.2
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Revolving
Loan Note under Credit Agreement, dated November 14,
2016*
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10.1.3
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Term
Loan Note under Credit Agreement, dated November 14,
2016*
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10.1.4
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Swingline
Loan Note under Credit Agreement, dated November 14,
2016*
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10.1.5
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Subordination
Agreement, dated as of November 14, 2016, by and among Fusion NBS
Acquisition Corp., Fusion Telecommunications International, Inc.,
Network Billing Systems, L.L.C., PingTone Communications Inc.,
Fusion BVX LLC, Fidelity Telecom, LLC, Fidelity Access Network,
Inc., Fidelity Access Networks, LLC, Fidelity Connect, LLC,
Fidelity Voice Services, LLC, Apptix, Inc., Praesidian Capital
Opportunity Fund III, LP, as agent, and East West Bank, as
administrative agent*
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10.1.6
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InterCreditor
and Subordination Agreement, dated as of November 14, 2016, by and
among Marvin Rosen, Fusion Telecommunications International, Inc.
and East West Bank, as administrative agent*
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10.1.7
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Pledge
and Security Agreement, dated as of November 14, 2016, by and among
Fusion NBS Acquisition Corp., Fusion Telecommunications
International, Inc., Network Billing Systems, L.L.C., PingTone
Communications Inc., Fusion BVX LLC, Fidelity Telecom, LLC,
Fidelity Access Network, Inc., Fidelity Access Networks, LLC,
Fidelity Connect, LLC, Fidelity Voice Services, LLC, Apptix, Inc.
and East West Bank, as administrative agent*
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10.1.8
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Guaranty,
dated as of November 14, 2016, by Fusion Telecommunications
International, Inc., Network Billing Systems, L.L.C., PingTone
Communications Inc. Fusion BVX LLC, Fidelity Telecom, LLC, Fidelity
Access Network, Inc., Fidelity Access Networks, LLC, Fidelity
Connect, LLC, Fidelity Voice Services, LLC and Apptix, Inc. to East
West Bank, as administrative agent
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10.1.9
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Intellectual
Property Security Agreement, dated as of November 14, 2016, by and
among Fusion NBS Acquisition Corp., Fusion Telecommunications
International, Inc., Network Billing Systems, L.L.C., PingTone
Communications Inc., Fusion BVX LLC, Fidelity Telecom, LLC,
Fidelity Access Network, Inc., Fidelity Access Networks, LLC,
Fidelity Connect, LLC, Fidelity Voice Services, LLC, Apptix, Inc.
and East West Bank, as administrative agent*
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10.2
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Fifth
Amended and Restated Securities Purchase Agreement, dated as of
November 14, 2016, by and among Fusion NBS Acquisition Corp.,
Fusion Telecommunications International, Inc., Network Billing
Systems, L.L.C., PingTone Communications Inc., Fusion BVX LLC,
Fidelity Telecom, LLC, Fidelity Access Network, Inc., Fidelity
Access Networks, LLC, Fidelity Connect, LLC, Fidelity Voice
Services, LLC, Apptix, Inc., Praesidian Capital Opportunity Fund
III, L.P., Praesidian Capital Opportunity Fund III-A, LP and United
Insurance Company of America*
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10.3.1
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Stock
Purchase and Sale Agreement, dated as of November 14, 2016, by and
among Fusion Telecommunications International, Inc., Fusion NBS
Acquisition Corp. and Apptix, ASA*
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10.3.2
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Registration
Rights Agreement, dated as of November 14, 2016, by and among
Fusion Telecommunications International, Inc., Fusion NBS
Acquisition Corp. and Apptix, ASA*
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10.4
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Common
Stock Purchase Agreement, dated as of November 16, 2016, by and
among Fusion Telecommunications International, Inc. and the several
purchasers of its common stock**
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99.1
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Financial
Statements of the Acquired Business***
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99.2
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Pro
Forma Financial Information****
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* -
Filed as an Exhibit with the corresponding number to the
Company’s Current Report on Form 8-K/A filed on November 18,
2016 and incorporated herein by reference.
** -
Filed as an Exhibit with the corresponding number to the
Company’s Current Report on Form 8-K/A filed on January 27,
2017 and incorporated herein by reference.
*** -
Filed herewith.
**** -
Furnished herewith.