SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
of Report (Date of earliest event reported): November 3, 2017
(Exact name of registrant as specified in its charter)
or other jurisdiction
999 Vanderbilt Beach Rd, Suite
|(Address of principal executive offices)
telephone number, including area code)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
3.03 Material Modification to Rights of Security Holders
Board of Directors of FTE Networks, Inc. (the “Company”) has approved a reverse stock split of our issued and outstanding
shares of common stock, par value $0.001 per share (the “Common Stock”) and appointed and authorized a committee (the
“Committee”) to fix the exact ratio from a range predetermined by the Board of Directors. On November 2, 2017, the
Committee fixed a 25-for-1 reverse stock split ratio (the “Reverse Stock Split”). The Reverse Stock Split has been
approved by Financial Industry Regulatory Authority (“FINRA”), and will become effective in the marketplace at the
open of business on Monday, November 6, 2017 (the “Effective Date”).
Stockholder Approval Required:
to the Nevada Revised Statutes (“NRS”) Section 78.207, Company may decrease its authorized shares of Common Stock
and correspondingly decrease its number of issued and outstanding shares of Common Stock by resolution adopted by the Board of
Directors, without obtaining the approval of the stockholders if: (i) both the number of authorized shares of the Common Stock
and the number of issued and outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Stock Split,
(ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company and (iii) the Company does not
pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse
Stock Split. As described herein, the Reverse Stock Split complies with these requirements.
The Reverse Stock Split was effected by the Company filing a Certificate of Change (the “Certificate”)
pursuant to NRS Section 78.209 with the Secretary of State of the State of Nevada on November 3, 2017, a copy of which is
attached hereto as Exhibit No. 3.1. As a result of the filing of the Certificate, the number of shares of the Company’s
authorized Common Stock was reduced from 200,000,000 shares to 8,000,000 shares, and the number of shares of the Company’s
issued and outstanding Common Stock was correspondingly reduced from 139,653,741 shares to approximately 5,586,150 shares. There
was no change to the par value of the Company’s Common Stock. The new CUSIP number for our Common Stock following the reverse
stock split will be 30283R 402.
Adjustment; Treatment of Fractional Shares:
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically
into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each
such stockholder immediately prior to the Reverse Stock Split, (ii) divided by 25, with such resulting number of shares rounded
up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder
who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares
will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any
fractional shares that would otherwise have resulted from the Reverse Stock Split.
and Non-Certificated Shares:
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse
Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are
not required to) send the certificates to the Company’s transfer agent and registrar, ClearTrust, LLC, at the address set
forth below. ClearTrust, LLC will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.
Pointe Village Dr., Suite 120
Reverse Stock Split has no effect on the par value of the Common Stock or authorized shares of preferred stock. Immediately after
the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will
remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights
and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split, and the Reverse
Stock Split will not alter or change any preference or any relative or other right given to any other class or series of outstanding
5.03 Amendments to Articles of Incorporation of Bylaws
description under Item 3.03 above of the reduction in the number of shares of the Company’s authorized and issued and outstanding
Common Stock is incorporated by reference herein.
9.01. Financial Statements and Exhibits.
Note on Forward-Looking Statements
Report on Form 8-K, including the information in the attached press release, contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, made in this
Current Report on Form 8-K, including statements made in the attached press release, are forward looking and subject to change.
Examples of forward-looking statements include statements related to our financial performance, anticipated operating results,
strategies for continued growth and market expansion, efforts to leverage our combined business offerings and other matters that
involve known or unknown risks, uncertainties and other factors that may cause our results or performance to differ materially
from results expressed or implied by this release. Such forward-looking statements may include certain assumptions that underlie
the forward-looking statements (including the date of effectiveness of the reverse stock split). These forward-looking statements
are subject to business and economic risk and reflect management’s current expectations, and involve subjects that are inherently
uncertain and difficult to predict. We will not necessarily update information if any forward-looking statement later turns out
to be inaccurate. Risks and uncertainties that may affect our future results include, but are not limited to, those discussed
in our Annual Report on Form 10-K for the transition period ended December 31, 2016 as filed with the Securities and Exchange
Commission (“SEC”) on May 11, 2017, and in other documents we have filed with the SEC.
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
November 6, 2017