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AIRBORNE WIRELESS NETWORK Form 8-K: Current report

AIRBORNE WIRELESS NETWORK Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2019-07-19: Form 8-K; Period of report 2019-07-18; Description 8.01 Other Events; Details 8.01.
  • 2018-12-18: Form 8-K; Period of report 2018-12-17; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2018-11-02: Form 8-K; Period of report 2018-10-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2018-10-17: Form 8-K; Period of report 2018-10-17; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2019-07-198-K2019-07-188.01 Other Events8.01 Airborne Wireless Network, a Nevada corporation (the “Company”), deeply regrets to announce that Mr. Kevin Spence, Chief Financial Officer of the Company, died unexpectedly on July 14, 2019.abwn_8k.htm
2018-12-188-K2018-12-171.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.abwn_8k.htm
2018-11-028-K2018-10-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 31, 2018, Airborne Wireless Network (the “Company”) provided notice to Earle Olson, the Company’s Vice President, Industry Relations, and Jason T. de Mos, the Company’s Vice President, Business Development and Aviation Compliance, that it was necessary to furlough such individuals from their active employment status, effective on such date.abwn_8k.htm
2018-10-178-K2018-10-171.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders1.01 Entry into a Material Definitive Agreement.
3.03 On October 17, 2018, the Company and the holders of the Series 1 Warrants and the Series 2 Warrants, each originally issued on May 29, 2018 pursuant to (i) the Company’s previously disclosed Underwriting Agreement, dated as of May 23, 2018, between the Company and Maxim Group LLC and (ii) the Company’s Registration Statement on Form S-1 (File No.: 333-220295) (the “Registration Statement”), have agreed to extend the expiration date of the Series 1 Warrants from November 29, 2018 to May 29, 2019 and to extend the expiration date of the Series 2 Warrants from November 29, 2018 to May 29, 2019.
abwn_8k.htm
2018-08-298-K2018-08-281.02 Termination of a Material Definitive Agreement1.02 On August 28, 2018, Airborne Wireless Network, a Nevada corporation (the “Company”), and Air Lease Corporation agreed to terminate, effective as of August 27, 2018, the Marketing Memorandum of Understanding, dated as of January 9, 2017 (the “ALC Agreement”), entered into among the parties.abwn_8k.htm
2018-08-288-K2018-08-283.03 Material Modification to Rights of Security Holders3.03 On August 28, 2018, Airborne Wireless Network (the “Company”) and the holders of the Company’s Series 1 Warrants to purchase Series A Convertible Preferred Stock (the “Series 1 Warrants”), originally issued on May 29, 2018 pursuant to (i) the Company’s previously disclosed Underwriting Agreement, dated as of May 23, 2018, between the Company and Maxim Group LLC and (ii) the Company’s Registration Statement on Form S-1 (File No.: 333-220295) (the “Registration Statement”), have agreed to extend the expiration date of the Series 1 Warrants from August 29, 2018 to November 29, 2018.abwn_8k.htm
2018-08-248-K2018-08-223.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events3.03 As previously disclosed, the stockholders of Airborne Wireless Network, a Nevada corporation (the “Company”), approved an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation that increased the number of authorized shares of stock and granted the board of directors of the Company (the “Board”) the authority to effect up to five separate reverse splits of the Company’s common stock (“Common Stock”) each to be in a ratio of up to thirty thousand (30,000) to one (1) (each, a “Reverse Split”), with any fractional shares to be either rounded up to the next whole share or, at the option of the Board, the holders of the fractional shares that would have resulted from such Reverse Split will be paid in cash in a proportionate amount based on the average closing price of the Common Stock for the five trading days preceding the date of such Reverse Split.
5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
8.01 On August 24, 2018, the Company issued a press release announcing the effectiveness of the Reverse Split.
abwn_8k.htm
2018-06-298-K2018-06-283.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders3.03 The information provided under Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated herein by reference.
5.03 As described below under Item 5.07, on June 28, 2018, the stockholders of Airborne Wireless Network, a Nevada corporation (the “Company”), approved an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation (as amended to date, the “Articles”) that increased the number of authorized shares of stock and granted the Company the right to effect up to five reverse stock splits of all of the Company’s issued and outstanding common stock (the “Common Stock”).
5.07 On June 28, 2018, through the written consent of holders of a majority of voting securities, the stockholders of the Company voted on and approved the Amendment described above under Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.” Specifically, holders of 719,218,446 shares of common stock, or 51.91% of the issued and outstanding securities of the Company, including the shares of Series A Convertible Preferred Stock entitled to vote on an as-converted basis, approved the Amendment.
abwn_8k.htm
2018-06-218-K2018-06-218.01 Other Events8.01 On June 21, 2018, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release providing an update on its business to the Company’s stockholders.abwn_8k.htm
2018-06-208-K2018-06-151.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders1.02 On June 15, 2018, Airborne Wireless Network (the “Company”) entered into a Mutual Release, dated as of June 15, 2018 (the “Release”), with Bellridge Capital, LP (“Bellridge”) the effect of which was to terminate the Company’s previously disclosed arrangements with Bellridge pursuant to that certain 8% Convertible Promissory Note due December 22, 2018, Note No. 1, issued by the Company to Bellridge (“Note No. 1”), that certain 8% Convertible Promissory Note due December 22, 2018, Note No. 2, issued by the Company to Bellridge (“Note No. 2”) and that certain Securities Purchase Agreement, dated December 22, 2017, between Bellridge and the Company (the “SPA,” and collectively with Note No. 1 and Note No. 2, the “Transaction Documents”).
3.03 The information provided under Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated herein by reference.
5.03 As described below under Item 5.07, on June 15, 2018, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation (as amended to date, the “Articles”) that increased the number of authorized shares of stock and granted the Company the right to effect up to three reverse stock splits of all of the Company’s issued and outstanding common stock.
5.07 On June 15, 2018 through the written consent of holders of a majority of voting securities, the stockholders of the Company voted on and approved the Amendment described above under Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.” Specifically, holders of 87,091,862 shares of common stock, or 51.3% of the issued and outstanding securities of the Company, including the shares of Series A Convertible Preferred Stock entitled to vote on an as-converted basis, approved the Amendment.
abwn_8k.htm
2018-06-138-K2018-06-114.01 Changes in Registrant's Certifying Accountant4.01 On June 11, 2018, the Company dismissed Pritchett, Siler & Hardy, PC (“PSH”) as its independent registered accounting firm and engaged Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah (“Pinnacle”), as its new independent registered accounting firm.abwn_8k.htm
2018-05-298-K2018-05-231.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.03 The filing of the Certificate of Designation (as defined below) and the issuance of the Series A Convertible Preferred Stock affects the holders of the Company’s common stock to the extent provided for in the Certificate of Designation.
5.03 On May 23, 2018, the Company, in connection with the Offering of the Units comprised of its Series A Convertible Preferred Stock (the “Preferred Stock”) and related warrants to purchase Preferred Stock, filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada establishing the preferences, rights and limitations of the Preferred Stock issued in the Offering.
abwn_8k.htm
2018-04-138-K2018-04-091.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2018-04-058-K2018-03-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2018-03-208-K2018-03-161.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2018-03-128-K2018-03-061.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On March 12, 2018, the Company issued a press release announcing its entry into the S&C Agreement.
abwn_8k.htm
2018-01-168-K2018-01-101.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2018-01-058-K2017-12-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On December 30, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), expanded the size of its board of directors from two members to six, and elected Samuel Gulko, Karen Laustsen, James H. Leach and James C. Witham (the “new directors”) to fill the newly created vacancies on the Company’s board of directors, effective on such date.
8.01 On January 4, 2018, the Company issued a press release announcing the appointment of the new directors.
abwn_8k.htm
2018-01-038-K2017-12-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On December 28, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), appointed Kevin L. Spence as its Chief Financial Officer, effective January 1, 2018.
8.01 On January 3, 2018, the Company issued a press release announcing the appointment of Kevin Spence as the Company’s Chief Financial Officer.
abwn_8k.htm
2018-01-028-K2017-12-291.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2018-01-028-K2017-12-261.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On January 2, 2018, the Company issued a press release announcing its entry into the Services Agreement.
abwn_8k.htm
2017-12-298-K2017-12-221.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2017-12-188-K2017-12-188.01 Other Events8.01 On December 18, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release describing its entry into a support agreement with GE Aviation with respect to the Company’s upcoming airborne test of its Infinitus network.abwn_8k.htm
2017-12-058-K2017-11-291.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2017-12-058-K2017-12-058.01 Other Events8.01 On December 5, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release describing the shipment of certain components that will be used in the Company’s upcoming airborne test of its Infinitus network.abwn_8k.htm
2017-11-038-K2017-10-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2017-10-068-K2017-10-021.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
abwn_8k.htm
2017-09-298-K2017-09-151.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
3.02 The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
atlw_8k.htm
2017-08-158-K2017-08-111.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 As of August 11, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into a design and manufacturing services agreement with ViaLight Communications, GmbH (ViaLight”), a developer of laser based high-speed communication products (“Design and Manufacturing Agreement”).
7.01 On August 15, 2017, the Company issued a press release announcing the Design and Manufacturing Services Agreement.
atlw_8k.htm
2017-08-088-K2017-08-087.01 Regulation FD Disclosure7.01 On August 8, 2017, Airborne Wireless Network, a Nevada corporation (the "Company"), issued a press release, which announced the Company's appointment of Earle Olson, ABWN's VP of Industry Relations, to the 2018 Global Connected Aircraft Summit Advisory Board.atlw_8k.htm
2017-08-048-K2017-07-311.01 Entry into a Material Definitive Agreement1.01 On July 31, 2017, Airborne Wireless Network (“we,” “us,” “our” or the “Company”) and J. Edward Daniels entered into and executed a written employment agreement (the “Employment Agreement”).atlw_8k.htm
2017-08-038-K2017-08-037.01 Regulation FD Disclosure7.01 On August 3, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release announcing that Marius de Mos, the Company’s Vice President of Technical Affairs and Development, as inventor, has filed with the USTPO on July 25, 2017, a new non-provisional patent application, number 15/658,761, which describes a “method of synchronizing laser-links between aircraft”.atlw_8k.htm
2017-08-038-K2017-08-037.01 Regulation FD Disclosure7.01 On August 3, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release providing the summary of two separate reports, “AWN Testing Bit Rate Records”, and “Airborne Link Testing”, both of which are attached.atlw_8k.htm
2017-08-028-K2017-07-301.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On July 31, 2017, Airborne Wireless Network (the “Company”) entered into an indemnification agreement (the “Indemnification Agreement”) with each of its current directors and executive officers.
5.02 On July 30, 2017, the Board of Directors (the “Board”) of the Company approved, and on July 31, 2017 the shareholders of the Company approved, the Airborne Wireless Network 2017 Stock Option Plan (the “2017 Plan”).
5.03 The Company amended and restated its Articles of Incorporation effective July 31, 2017 (the “Amended Articles”).
atlw_8k.htm
2017-06-268-K2017-06-201.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 As of June 20, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), and Thinking Different Technologies (“TDT”), a Dutch engineering development company, entered into and executed a written Software Development Agreement (the “Development Agreement”).
7.01 On June 20, 2017, the Company issued a press release announcing the Development Agreement.
atlw_8k.htm
2017-06-018-K2017-05-317.01 Regulation FD Disclosure7.01 On June 1, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release which specifies that on May 31, 2017, the Company completed its Proof of Concept flight tests in Roswell, New Mexico.atlw_8k.htm
2017-05-198-K2017-05-121.02 Termination of a Material Definitive Agreement1.02 On May 12, 2017, management of Airborne Wireless Network, a Nevada corporation (the “Company”), determined that it was in the best interests of both parties thereto that that certain consulting agreement with Eurasian Capital, LLC, a Delaware limited liability company (“Eurasian”), be terminated.atlw_8k.htm
2017-05-188-K2017-05-157.01 Regulation FD Disclosure7.01 A copy of that press release is attached to this Current Report as Exhibit 99.1.atlw_8k.htm
2017-05-188-K2017-05-057.01 Regulation FD Disclosure7.01 On May 5, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release which specifies that the Company has been granted an experimental operating certificate by the Federal Communications Commission (“FCC”), file number 0378-EX-ST-2017X.atlw_8k.htm
2017-04-048-K2017-03-307.01 Regulation FD Disclosure7.01 On March 30, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”) issued a press release announcing that the Company has prepared and filed with the Federal Communication Commission (“FCC”), an application for an experimental FCC license, file number 0378-EX-ST-2017 to begin air-to-air and air-to-ground meshed network system evaluations.atlw_8k.htm
2017-03-168-K2017-03-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On March 13, 2017, our board of directors appointed Michael J. Warren as a member of our board of directors.
7.01 On March 16, 2017, the Company issued a press release announcing the appointment of Michael J. Warren as a member of our board of directors.
atlw_8k.htm
2017-03-148-K2017-03-137.01 Regulation FD Disclosure7.01 On March 13, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release which specifies that the Company has entered into and executed a written Memorandum of Understanding with German Aerospace Center (DLR) spinoff, ViaLight (“ViaLight”) (the “Memorandum”).atlw_8k.htm
2017-02-238-K2017-02-203.02 Unregistered Sales of Equity Securities3.02 On February 20, 2017, upon exercise of warrants therefor, Airborne Wireless Network, a Nevada corporation (the “Company”), sold and issued 592,000 shares of the Company’s common stock at a price of $1.25 per share for an aggregate price of $740,000.atlw_8k.htm
2017-02-238-K2017-02-153.02 Unregistered Sales of Equity Securities3.02 On February 15, 2017, upon exercise of warrants therefor, Airborne Wireless Network, a Nevada corporation (the Company), sold and issued 80,000 shares of the Company’s common stock at a price of $1.25 per share, for an aggregate price of $100,000.atlw_8k.htm
2017-02-238-K2017-02-133.02 Unregistered Sales of Equity Securities3.02 On February 13, 2017, upon exercise of warrants therefor, Airborne Wireless Network, a Nevada corporation (the Company), sold and issued 80,000 shares of the Company’s common stock at a price of $1.25 per share, for an aggregate price of $100,000.atlw_8k.htm
2017-02-218-K2017-02-011.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure1.01 On February 1, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), and Michael J. Warren entered into and executed a written Employment Agreement (the “Employment Agreement”).
5.02 On February 1, 2017, our board of directors appointed Michael J. Warren as our Chief Executive Officer.
7.01 On February 16, 2017, the Company issued a press release announcing the appointment of Michael J. Warren as Chief Executive Officer of the Company.
atlw_8k.htm
2017-01-178-K2017-01-177.01 Regulation FD Disclosure7.01 On January 17, 2017, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release which specifies that the Company has entered into and executed a written Memorandum of Understanding with Air Lease Corporation, a California corporation, and a leading aircraft leasing company principally engaged in purchasing commercial aircraft and leasing them to its airline customers worldwide (“Air Lease”) (the “Memorandum”).atlw_8k.htm
2017-01-048-K2017-01-035.06 Change in Shell Company Status5.06 As a result of the change in the nature of our assets and operations, we have ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act).atlw_8k.htm
2016-12-278-K2016-12-121.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On December 12, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into and executed a written Memorandum of Understanding with Electric Lightwave Holdings, Inc., a fiber-based network services provider in the western United States (“Lightwave”) (the “Memorandum”).
7.01 On December 27, 2016, the Company issued a press release announcing the Memorandum.
atlw_8k.htm
2016-11-238-K2016-11-237.01 Regulation FD Disclosure7.01 On November 23, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), issued a press release announcing that the Company has been issued a project number by the Federal Aviation Administration (“FAA”) for its Supplemental Type Certificate (STC) application.atlw8-k.htm
2016-11-228-K2016-11-227.01 Regulation FD Disclosure7.01 On November 22, 2016, the Company issued a press release announcing that the Company closed a private placement transaction pursuant to which it sold 1,500,000 shares of its common stock at a purchase price of $.80 per share, for a total of $1,200,000.atlw_8k.htm
2016-11-168-K2016-10-251.01 Entry into a Material Definitive Agreement1.01 As of October 25, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), and ZapZorn, a California corporation (“ZapZorn”), entered into and executed a written media services Agreement, pursuant to the provisions of which ZapZorn shall create for the benefit of the Company certain media services (the “Media Agreement”).atlw_8k.htm
2016-11-158-K2016-11-021.01 Entry into a Material Definitive Agreement1.01 As of November 2, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), and IRTH Communications, LLC, a Nevada limited liability company (“IRTH”), entered into and executed a written SERVICES AGREEMENT, pursuant to the provisions of which IRTH shall perform for the benefit of the Company certain public relations, Internet development, communications and similar services (the “Services Agreement”).atlw_8k.htm
2016-11-028-K2016-08-101.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On August 10, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), and Earle Olson entered into and executed a written Employment Agreement (the” Employment Agreement”).
7.01 On November 1, 2016, the Company issued a press release announcing the Employment Agreement.
atlw_8k.htm
2016-11-018-K2016-11-011.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On October 31, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into and executed a written Agreement with Jet Midwest Group, LLC (“Jet Midwest”) (the “Agreement”).
7.01 On November 1, 2016, the Company issued a press release announcing the Agreement.
atlw_8k.htm
2016-10-318-K2016-10-317.01 Regulation FD Disclosure7.01 On October 31, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”) issued a press release announcing that the Company has prepared and filed with the Federal Aviation Administration, an FAA certification application and related documents for initial FAA certification, which is the first such application for a civilian air-to-air communication system.atlw_8k.htm
2016-10-268-K2016-10-181.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 As of October 18, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), and Aero Certification and Engineering LLC, a California limited liability company (“Aero”), entered into and executed a written Consulting Agreement pursuant to which Aero will support the Company regarding the development of data and analysis to support FAA Civil Certification of the Company’s Infinitus digital superhighway (the “Consulting Agreement”).
7.01 On October 26, 2016, the Company issued a press release announcing that the Company retained the services of Aero as a consultant to the Company.
atlw_8k.htm
2016-10-218-K/A2016-07-311.01 Entry into a Material Definitive Agreement1.01 On July 31, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), as the therein defined “Buyer,” and Apcentive, Inc., a Nevada corporation, defined therein as the “Seller,” entered into and executed a written Intellectual Property Purchase Agreement (the “Purchase Agreement”).atlw_8ka.htm
2016-10-148-K2016-10-071.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On October 7, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), and Jason de Mos entered into and executed a written Employment Agreement (the” Employment Agreement”).
7.01 On October 13, 2016, the Company issued a press release announcing the Employment Agreement.
atlw_8k.htm
2016-10-138-K2016-10-127.01 Regulation FD Disclosure7.01 On October 13, 2016, the Company issued a press release announcing that the Company closed a private placement transaction pursuant to which it sold 312,500 shares of its common stock at a purchase price of $.80 per share, for a total of $250,000.atlw_8k.htm
2016-09-018-K2016-08-301.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On August 30, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into and executed a written Memorandum of Understanding with Jet Midwest Group, LLC (“Jet Midwest”) (the “Memorandum”).
7.01 On August 31, 2016, the Company issued a press release announcing the Memorandum..
atlw_8k.htm
2016-08-268-K2016-08-028.01 Other Events8.01 Airborne Wireless Network, a Nevada corporation (the "Company"), on (i) August 2, 2016, filed with the Securities and Exchange Commission (the "Commission") a Current Report on Form 8-K which discloses a written Intellectual Property Purchase Agreement by and between the Company and Apcentive, Inc., a Nevada corporation ("Apcentive"), pursuant to the provisions of which the Company will purchase from Apcentive a patent and a trademark (the "Intellectual Property"); (ii) August 5, 2016, filed with the Commission a Current Report on Form 8-K which discloses that on August 3, 2016, Apcentive assigned the Intellectual Property to the Company and the Company has initiated the process to cause the Intellectual Property to be transferred on the books and records of United States Patent and Trademark office; (iii) August 9, 2016, filed with the Commission a Current Report on Form 8-K which discloses that the Company has retained the services of Alex Sandel as the Chairman of the Company's Advisory Board; (iv) August 8, 2016, filed with the Commission a Current Report on Form 8-K which discloses that the Company has entered into and executed a written Memorandum of Understanding with Concept Development Inc., a leading aerospace engineering, design, and manufacturing firm ("Concept"), pursuant to which Concept will provide to the Company its technical expertise regarding the preparation of systems drawings, designing, and manufacturing the onboard hardware components, and providing software development support for the Company's Airborne Wireless Network Digital Super Highway System; (v) August 16, 2016, filed with the Commission a Current Report on Form 8-K which discloses that as of August 7, 2016, the Company entered into and executed a written Consulting Agreement with C. Neal Monte, pursuant to which Mr. Monte will serve as the Company's FAA Designated Engineering Representative; and (vi) August 25, 2016, filed with the Commission a Current Report on Form 8-K which discloses that on August 19, 2016, the Company entered into and executed a written Employment Agreement with Marius D. de Mos, pursuant to which Mr. de Mos will serve as the Company's Vice President of Technical Affairs and Development.atlw_8k.htm
2016-08-268-K2016-08-191.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On August 19, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), and Marius D. de Mos entered into and executed a written Employment Agreement (the" Employment Agreement").
7.01 On August 25, 2016, the Company issued a press release announcing the Employment Agreement.
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2016-08-168-K2016-08-071.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 As of August 7, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), and C. Neal Monte entered into and executed a written Consulting Agreement pursuant to which Mr. Monte will serve as the Company's FAA Designated Engineering Representative (the "Consulting Agreement").
7.01 On August 15, 2016, the Company issued a press release announcing that the Company retained the services of Mr. Monte as the Company's FAA Designated Engineering Representative.
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2016-08-118-K2016-08-111.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 As disclosed previously, on July 31, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), as the therein defined "Buyer," and Apcentive, Inc., a Nevada corporation, defined therein as the "Seller" ("Apcentive"), entered into and executed a written Intellectual Property Purchase Agreement (the "Purchase Agreement").
7.01 On August 11, 2016, the Company issued a press release announcing the Cancellation Agreement.
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2016-08-118-K2016-08-081.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On August 8, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), entered into and executed a written Memorandum of Understanding with Concept Development Inc., a leading aerospace engineering design and manufacturing firm ("Concept Development") (the "Memorandum").
7.01 On August 11, 2016, the Company issued a press release announcing the Concept Agreement.
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2016-08-108-K2016-08-097.01 Regulation FD Disclosure7.01 On August 9, 2016, the Company issued a press release announcing that the Company retained the services of Alex Sandel, as the Chairman of the Company's Advisory Board.atlw_8k.htm
2016-08-058-K2016-08-032.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure2.01 As previously disclosed, on July 31, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), as the therein defined "Buyer," and Apcentive, Inc., a Nevada corporation, defined therein as the "Seller" ("Apcentive") entered into and executed a written Intellectual Property Purchase Agreement (the "Purchase Agreement").
3.02 On August 3, 2016, the Company issued to Apcentive 40,000,000 million shares of the Company's $.001 par value common stock, in exchange and as consideration for the Intellectual Property.
7.01 On August 4, 2016, the Company issued a press release announcing the acquisition of the Intellectual Property and its intended use.
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2016-08-028-K2016-07-311.01 Entry into a Material Definitive Agreement1.01 On July 31, 2016, Airborne Wireless Network, a Nevada corporation (the "Company"), as the therein defined "Buyer," and Apcentive, Inc., a Nevada corporation, defined therein as the "Seller," entered into and executed a written Intellectual Property Purchase Agreement (the "Purchase Agreement").atlw_8k.htm
2016-05-248-K2016-05-195.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On May 19, 2016, AMPLE-TEE, INC. caused to be filed with the Nevada Secretary of State, a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to change its name to AIRBORNE WIRELESS NETWORK.
8.01 On May 19, 2016, we changed our address and telephone number from 112 North Curry Street, Carson City, Nevada 89703-4934; (775) 321-8214 to 4115 Guardian Street, Suite C, Simi Valley, California 93063; (805) 583-4302.
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2016-04-138-K/A2016-02-234.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.01 (a) On April 5, 2016, Kyle Tingle, CPA, LLC, resigned as our independent registered public accounting firm.
4.02 On February 23, 2016, our board of directors concluded, after consulting with Kyle Tingle, CPA, LLC, our independent public accounting firm, that our audited financial statements for the fiscal years ended August 31, 2015, and August 31, 2014, were required to be restated and should no longer be relied upon.
2015feb23-atlw_8ka.htm
2016-04-128-K2016-02-234.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.01 (a) On April 5, 2016, Kyle Tingle, CPA, LLC, resigned as our independent registered public accounting firm.
4.02 On February 23, 2016, our board of directors concluded, after consulting with Kyle Tingle, CPA, LLC, our independent public accounting firm, that our audited financial statements for the fiscal years ended August 31, 2014, and August 31, 2013, were required to be restated and should no longer be relied upon.
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2015-10-218-K2015-10-205.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.01 On October 20, 2015, J. Edward Daniels acquired from Lawrence Chenard 84,100,000 shares of our $.001 par value common stock.
5.02 On October 20, 2015, our Board of Directors appointed J. Edward Daniels as a member of our Board of Directors and our president.
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