UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10–K/A3
(Amendment
No. 3)
(Mark
One)
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year
ended December 31,
2016
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition
period from _____ to______
Commission
File Number 001-32421
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact name of
registrant as specified in charter)
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Delaware
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58-2342021
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(State or Other
Jurisdiction of
Incorporation or
Organization)
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(IRS
Employer
Identification
No.)
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420 Lexington Avenue, Suite 1718, New York, New
York 10170
(Address of
principal executive offices) (Zip Code)
(212) 201-2400
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
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Common Stock, par
value $0.01 per share
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The Nasdaq Capital
Market
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Securities
registered pursuant to Section 12(g) of the Act:
Title of each class
None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ☐
No ☑
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ☐
No ☑
Indicate by a check
mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes ☐ No ☑
Indicate by check
mark whether the Registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☑
No ☐
Indicate by a check
mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form
10-K. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer”, “non-accelerated
filer”, “smaller reporting company” and an
emerging growth company in Rule 12b-2 of the Exchange
Act.
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Large accelerated
filer ☐
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Accelerated
filer
☐
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Non-accelerated
filer ☐
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Smaller reporting
company ☑
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(do not check if a
smaller reporting company)
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Emerging growth company
☐
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If an emerging
growth company that prepares its financial statements in accordance
with U.S. GAAP, indicate by checkmark if the registrant has elected
not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐
No ☑
The aggregate
market value of the voting common stock held by non-affiliates of
the registrant based upon the closing price of the common stock
reported by The Nasdaq Capital Market on June 30, 2016 of $1.84 per
share, was $14,445,507.
Indicate the number
of shares outstanding of the registrant’s common stock as of
the latest practicable date: 22,412,403 shares of common stock are
issued and outstanding as of April 27, 2017.
DOCUMENTS
INCORPORATED BY REFERENCE
None
Table
of Contents
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PART
IV
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Item 15. Exhibits
and Financial Statements Schedules.
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2
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SIGNATURES
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5
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EXPLANATORY
NOTE
This Amendment No.
3 to the Annual Report on Form 10-K of Fusion Telecommunications
International, Inc. (the “Company”) for the year ended
December 31, 2016, originally filed on March 21, 2017 (the
“Original Filing”), is filed to correct a reference to
an amended and restated certificate of incorporation that was never
filed by the Company with the Secretary of State of Delaware and to
add back specific references to various certificates of
designations for series of preferred stock authorized by the
Company since the date of its original certificate of
incorporation, which references were deleted on the assumption that
the amended and restated certificate of incorporation had been
filed.
1
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)(1)
Financial Statements.
The
consolidated financial statements filed as part of this Annual
Report on Form 10-K are identified in the Index to Consolidated
Financial Statements.
(a)(2) Exhibits.
The
following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the
SEC.
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Exhibit No.
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Description
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3.1
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Certificate
of Incorporation (*)
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3.1.1
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Certificate
of Amendment to Certificate of Incorporation(14)
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3.1.2
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Certificate of
Designation of the Rights and Preferences of the Series A-1
Preferred Stock, as amended (16)
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3.1.3
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Certificate of
Designation of the Rights and Preferences of the Series A-2
Preferred Stock, as amended (17)
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3.1.4
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Certificate of
Designation of the Rights and Preferences of the Series A-4
Preferred Stock, as amended (18)
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3.1.5
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Certificate of
Designations of Preferences, Rights and Limitations of Series B-2
Senior Cumulative Convertible Preferred Stock
(19)
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3.2
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Bylaws
(*)
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10.1
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1998
Stock Option Plan (*)
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10.1.1
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2009
Stock Option Plan(15)
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10.1.2
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2016
Equity Incentive Plan (14)
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10.2
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Employment
Agreement, dated as of November 5, 2015, between registrant and
Matthew D. Rosen (12)
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10.3
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Form
of Warrant to Purchase Common Stock (*)
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10.4
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Lease
Agreement between registrant and SLG Graybar Sublease, LLC for
Suite 1718 at 420 Lexington Avenue, New York, NY office
(*)
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10.4.1
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Lease
Modification Agreement dated November 19, 2014, between registrant
and SLG Graybar Sublease, LLC for the 420 Lexington Avenue, New
York, NY office (13)
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10.5
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Lease
Agreement between registrant and Fort Lauderdale Crown Center, Inc.
for the Fort Lauderdale, Florida office, as amended
(*)
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10.5.1
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Sixth
Amendment dated July 23, 2014, to Lease Agreement between
registrant and Fort Lauderdale Crown Center, Inc., for the Fort
Lauderdale, Florida office (13)
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10.5.2
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Seventh
Amendment, dated August 2015, to Lease Agreement between registrant
and Fort Lauderdale Crown Center, Inc., for the Fort Lauderdale,
Florida office (16)
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10.5.3
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Eight
Amendment, dated July 8, 2016, to Lease Agreement between
registrant and Fort Lauderdale Crown Center, Inc., for the Fort
Lauderdale, Florida office (1)
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10.6
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Form
of Promissory Note and Security Agreement (2)
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10.7
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Non-Competition
Agreement between registrant and Marvin Rosen (*)
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10.8
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Form
of Warrant (3)
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10.9
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Membership
Interest Purchase and Sale Agreement dated January 30th, 2012
between the registrant, Network Billing Systems, LLC, Jonathan
Kaufman, and Christiana Trust as trustee of the LK Trust
(4)
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10.10
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Asset
Purchase and Sale Agreement dated January 30th, 2012 between the
registrant, Interconnect Systems Group II LLC, Jonathan Kaufman,
Lisa Kaufman as trustee of the JK Trust and Jonathan Kaufman as
trustee of the LKII Trust (4)
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10.11
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Amendment
No. 1 dated June 6, 2013 to the Asset Purchase and Sale Agreement
dated January 30th, 2012 between the registrant, Interconnect
Systems Group II LLC, Jonathan Kaufman, Lisa Kaufman as trustee of
the JK Trust and Jonathan Kaufman as trustee of the LKII Trust
(10)
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10.12
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Warrant
to Purchase Common Stock issued by registrant to Marvin Rosen,
dated July 31, 2002 (*)
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10.13
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Amendment
No. 1 dated June 6, 2013 to the Membership Interest Purchase and
Sale Agreement dated January 30th, 2012 between the registrant,
Network Billing Systems, LLC, Jonathan Kaufman, and Christiana
Trust as trustee of the LK Trust (10)
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10.14
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Amendment
No. 2 dated August 20, 2012 to the Asset Purchase and Sale
Agreement dated January 30, 2012 between the registrant, Fusion NBS
Acquisition Corp., Interconnect Services Group II LLC, Jonathan
Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan
Kaufman as trustee of the LKII Trust (5)
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10.15
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Amendment
No. 2 dated August 20, 2012 to the Membership Interest Purchase and
Sale Agreement dated January 30, 2012 between the registrant,
Fusion NBS Acquisition Corp., Network Billing Systems, LLC,
Jonathan Kaufman and Christiana Trust as trustee of the LK Trust
(5)
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10.16
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Amendment
No. 3 dated September 21, 2012 to the Asset Purchase and Sale
Agreement dated January 30, 2012 between the registrant, Fusion NBS
Acquisition Corp., Interconnect Services Group II LLC, Jonathan
Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan
Kaufman as trustee of the LKII Trust (5)
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10.17
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Amendment
No. 3 dated September 21, 2012 to the Membership Interest Purchase
and Sale Agreement dated January 30, 2012 between the registrant,
Fusion NBS Acquisition Corp., Network Billing Systems, LLC,
Jonathan Kaufman and Christiana Trust as trustee of the LK Trust
(5)
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10.18
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Amendment
No. 4 dated October 24, 2012 to the Asset Purchase and Sale
Agreement dated January 30, 2012 between the registrant, Fusion NBS
Acquisition Corp., Interconnect Services Group II LLC, Jonathan
Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan
Kaufman as trustee of the LKII Trust (5)
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10.19
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Amendment
No. 4 dated October 24, 2012 to the Membership Interest Purchase
and Sale Agreement dated January 30, 2012 between the registrant,
Fusion NBS Acquisition Corp., Network Billing Systems, LLC,
Jonathan Kaufman and Christiana Trust as trustee of the LK Trust
(5)
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10.20
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Lease
Agreement dated October 1, 2012 by and between Manchester Realty,
LLC and Fusion NBS Acquisition Corp (7)
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10.20.1
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Lease
Modification Agreement, dated October 1, 2014 by and between 280
Holdings, LLC (successor in interest to Manchester Realty, LLC) and
Fusion NBS Acquisition Corp (11)
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2
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10.21
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Series
A Promissory Note dated October 29, 2012 payable to Praesidian Fund
III (5)
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10.22
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Series
B Promissory Note dated October 29, 2012 payable to Praesidian Fund
III (5)
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10.23
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Series
A Promissory Note dated October 29, 2012 payable to Praesidian Fund
III-A (5)
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10.24
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Series
B Promissory Note dated October 29, 2012 payable to Praesidian Fund
III-A (5)
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10.25
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Praesidian
Fund III Common Stock Purchase Warrant dated October 29, 2012
(5)
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10.26
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Praesidian
Fund III-A Common Stock Purchase Warrant dated October 29, 2012
(5)
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10.27
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Intellectual
Property Security Agreement dated as of October 29, 2012 by the
registrant and Network Billing Systems, LLC, in favor of Praesidian
Capital Opportunity Fund III, LP, Praesidian Capital Opportunity
Fund III-A, LP, and Plexus Fund II, LP (5)
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10.28
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Right
of First Refusal Agreement dated as of October 29, 2012 by and
among the registrant, Praesidian Capital Opportunity Fund III, LP,
Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, LP
and Praesidian Capital Opportunity Fund III as agent
(5)
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10.29
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Management Rights Agreement dated as of October
29, 2012 by and among the
registrant, Fusion NBS Acquisition Corp. and Praesidian Capital
Opportunity Fund III (5)
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10.30
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Management Rights Agreement dated as of October
29, 2012 by and among the
registrant, Fusion NBS Acquisition Corp. and Praesidian Capital
Opportunity Fund III-A (5)
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10.31
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Management
Rights Agreement dated as of October 29, 2012 by and among the
registrant, Fusion NBS Acquisition Corp., and Plexus Fund II, LP
(5)
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10.32
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Asset
Purchase and Sale Agreement effective as of August 30, 2013 by and
among the registrant, Fusion Broadvox Acquisition Corp.;
BroadvoxGo!, LLC; and Cypress Communications, LLC (6)
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10.33
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First Amendment to the Asset Purchase and Sale
Agreement effective as of November 15, 2013 by and among
the registrant, Fusion Broadvox
Acquisition Corp.; BroadvoxGo!, LLC; and Cypress Communications,
LLC (7)
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10.34
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Second Amendment to the Asset Purchase and Sale
Agreement effective as of December 16, 2013 by and among
the registrant, Fusion Broadvox
Acquisition Corp.; BroadvoxGo!, LLC,; and Cypress Communications,
LLC (8)
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10.35
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Third Amendment to Securities Purchase Agreement
is entered into as of December 16, 2013, by and among Fusion NBS
Acquisition Corp, the
registrant, Network Billing Systems, LLC, Praesidian Capital
Opportunity Fund III, LP, Praesidian Capital Opportunity Fund
III-A, LP, and Plexus Fund II, LP, and Praesidian Capital
Opportunity Fund III, LP as agent (9)
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10.36
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Form
of Common Stock Purchase Warrant (9)
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10.37
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Form
of Registration Rights Agreement (9)
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10.38
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Form
of Series C Note (9)
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10.39
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Form
of Series D Note dated December 31, 2013 (9)
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10.40
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Form
of Management Rights Letter dated December 31, 2013
(9)
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10.41
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Form
of Lenders’ Warrant dated December 31, 2013 (9)
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10.42
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Joinder Agreement dated as of December 31, 2013 by
and among the registrant,
Fusion NBS Acquisition Corp., Fusion BVX LLC in favor of Praesidian
Capital Opportunity Fund III, LP, Praesidian Capital Opportunity
Fund III-A, LP, Plexus Fund II, L.P., Plexus Fund III, L.P., Plexus
Fund QP III, L.P., and United Insurance Company Of America
(9)
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10.43
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Assignment and Assumption Agreement dated as of
December 31, 2013 by and among BroadvoxGo!, LLC, Cypress
Communications, LLC, the
registrant, and Fusion BVX, LLC (9)
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10.44
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Bill
of Sale dated as of December 31, 2013 delivered by BroadvoxGo!, LLC
and Cypress Communications, LLC (9)
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10.45
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Limited
Trademark License Agreement dated as of December 31, 2013 by and
among Broadvox, LLC; the registrant and Fusion BVX LLC
(9)
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10.46
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Form
of Series E Note, dated as of October 31, 2014 (11)
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10.47
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Agreement and Plan of Merger, dated as of October
15, 2014, by and among the
registrant, Fusion PTC Acquisition Inc., PingTone Communications,
Inc., the Majority Stockholders of PingTone Communications, Inc.
and J Shelby Bryan, as Stockholders Representative
(11)
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10.48
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Stock
Purchase and Sale Agreement, dated as of December 8, 2015, by and
among Fusion NBS Acquisition Corp., Mitch Marks, Ron Kohn and
Robert Marks (13)
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10.49
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Credit
Agreement dated as of November 14, 2016 by and among Fusion NBS
Acquisition Corp., and East West Bank and the Other Lenders from
time to time party hereto (14)
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10.50
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Subordination Agreement dated as of November 14,
2016 by and among Fusion NBS Acquisition Corp., the registrant, Network Billing Systems, LLC,
PingTone Communications, Inc., Fusion BVX LLC, Fidelity Telecom,
LLC, Fidelity Access Networks, Inc., Fidelity Connect, LLC,
Fidelity Voice Services, LLC, Apptix, Inc., Praesidian Capital
Opportunity Fund III, LP, and East West Bank
(14)
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3
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10.51
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Intercreditor
and Subordination Agreement dated as of November 14, 2016 by and
among Marvin Rosen, the registrant and East West Bank
(14)
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10.52
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Pledge
and Security Agreement dated as of November 14, 2016 by and among
each of the Grantors Party thereto and East West Bank
(14)
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10.53
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Guaranty dated as of November 14, 2016 from
the registrant, Network Billing
Systems, LLC, PingTone Communications, Inc., Fusion BVX LLC,
Fidelity Telecom, LLC, Fidelity Access Networks, Inc., Fidelity
Connect, LLC, Fidelity Voice Services, LLC and Apptix, Inc. to East
West Bank (14)
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10.54
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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, LLC, PingTone
Communications, Inc., Fusion BVX LLC, Fidelity Telecom, LLC,
Fidelity Access Networks, Inc., Fidelity Connect, LLC, Fidelity
Voice Services, LLC, Apptix, Inc., and East West Bank
(14)
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10.55
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Fifth Amended and Restated Securities Purchase
Agreement and Security Agreement, dated as of November 14, 2016, by
and among Fusion NBS Acquisition Corp., as borrower,
the registrant, Network Billing
Systems, L.L.C., Fusion BVX, LLC, PingTone Communications, Inc.,
Fidelity Access Networks, LLC, Fidelity Connect LLC, Fidelity Voice
Services, LLC, Fidelity Access Networks, Inc., Apptix, Inc.,
Praesidian Capital Opportunity Fund III, L.P., Praesidian Capital
Opportunity Fund III-A, LP and United Insurance Company of America
(14)
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10.56
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Stock Purchase and Sale Agreement dated November
14, 2016 by and among Fusion NBS Acquisition Corp.,
the registrant and Apptix ASA
(14)
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10.57
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Registration Rights Agreement dated as of November
14, 2016 by and between the
registrant and Apptix ASA (14)
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10.58
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Common Stock Purchase Agreement dated November 14,
2016 by and among the
registrant and the Purchasers (14)
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10.59
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Office
Lease, as amended between Chagrin-Green, LLC and Fidelity Access
Networks, LLC (1)
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10.60
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First Amendment to Lease Agreement dated as of
August 2015 by and between Piedmont Center, 1-4 LLC and
the registrant
(1)
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14
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Code
of Ethics of registrant (11)
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21.1
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List
of Subsidiaries (1)
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23.1
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Consent
of EisnerAmper LLP (1)
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31.1
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Certification
of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (1)
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31.2
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Certification
of President Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (1)
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32.1
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Section
1350 Certification of Chief Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (1)
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32.2
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Section
1350 Certification of President Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)
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101.INS
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XBRL
Instance Document(4)
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101.SCH
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XBRL
Taxonomy Extension Schema Document (1)
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document
(1)
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase Document
(1)
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document
(1)
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document
(1)
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*
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Originally
filed with the Company’s Registration Statement no. 33-120412
and incorporated herein by reference.
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**
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Originally
filed with the Company’s Registration Statement no. 33-120206
and incorporated herein by reference.
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(1)
Filed as an Exhibit to the Company's Annual Report on Form
10-K filed on March 21, 2017 and incorporated herein by
reference.
(2)
Filed as an Exhibit to the Company’s Annual Report on Form
10-K filed on April 13, 2011 and incorporated herein
by reference.
(3)
Filed as an Exhibit to the Company’s
Current Report on Form 8-K filed on December 15, 2006 and
incorporated herein by reference.
(4)
Filed as an Exhibit to the Company’s Annual Report on Form
10-K filed on March 30, 2012 and incorporated herein
by reference.
(5)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 2, 2012 and incorporated herein by
reference.
(6)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on September 4, 2013 and incorporated herein by
reference.
(7)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 21, 2013 and incorporated herein by
reference.
(8)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on December 19, 2013 and incorporated herein by
reference.
(9)
Filed as an Exhibit to the Company’s Current Report on Form
8-K/A filed on January 7, 2014 and incorporated herein by
reference.
(10)
Filed as an Exhibit to the Company’s Quarterly Report on Form
10-Q filed on August 14, 2013 and incorporated herein by
reference.
(11)
Filed as an Exhibit to the Company’s Current Report on Form
8-K dated November 3, 2014 and incorporated herein by
reference.
(12)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 10, 2015 and incorporated herein by
reference.
(13)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on December 14, 2015 and incorporated herein by
reference.
(14)
Filed as an Exhibit to the Company’s Current Report on Form
8-K filed on November 18, 2016 and incorporated herein by
reference.
(15)
Filed as an Exhibit to the Company’s Annual
Report Form 10-K filed on March 28, 2016 and incorporated
herein by reference.
(16)
Filed as an exhibit
to the Registrant’s Current Report on Form 8-K filed on
December 15, 2006 as amended by Exhibit 3.1(i) to the Company's
Current Report on Form 8-K filed on April 2, 2014 and incorporated
by reference.
(17)
Filed as an exhibit
to the Registrant’s Current Report on Form 8-K filed on May
10, 2007 as amended by
Exhibit 3.1(j) to the Company's Current Report on Form 8-K filed on
April 2, 2014 and incorporated by
reference.
(18)
Identical to the
Certificate of Rights and Preferences for the Series A-2 Preferred
Stock filed as an exhibit to the Registrant’s Current Report
on Form 8-K on May 10, 2007 as amended by
Exhibit 3.1(k) to the Company's Current Report on Form 8-K filed on
April 2, 2014 and incorporated by
reference.
(19)
Filed as an exhibit
to the Registrant’s Current Report on Form 8-K/A filed on
January 7, 2014 and incorporated by reference.
4
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this amended Annual Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized,
on the date indicated.
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FUSION
TELECOMMUNICATIONS INTERNATIONAL, INC.
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Date:
December 15, 2017
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By:
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/s/ MATTHEW D.
ROSEN
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Matthew D.
Rosen
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Chief Executive
Officer and Principal Executive Officer
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5