American Virtual Cloud Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-05-30: Form 8-K; Period of report 2023-05-23; Description 1.03 Bankruptcy or Receivership; Details 1.03.
- 2023-04-11: Form 8-K; Period of report 2023-04-05; Description 8.01 Other Events; Details 8.01.
- 2023-04-07: Form 8-K; Period of report 2023-04-06; Description 5.01 Changes in Control of Registrant; Details 5.01.
- 2023-03-24: Form 8-K; Period of report 2023-03-24; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-05-30 | 8-K | 2023-05-23 | 1.03 Bankruptcy or Receivership | 1.03 As previously disclosed, on January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court”, and such cases, the “Cases”). | ea179315-8k_americanvir.htm |
| 2023-04-11 | 8-K | 2023-04-05 | 8.01 Other Events | 8.01 As previously disclosed, on January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court”, and such cases, the “Cases”). | ea176795-8k_americanvir.htm |
| 2023-04-07 | 8-K | 2023-04-06 | 5.01 Changes in Control of Registrant | 5.01 On April 6, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) notified Kevin Keough, the Company’s Chief Executive Officer, that his full-time employment with the Company would be terminated effective April 7, 2023. | ea176666-8k_amerivirtu.htm |
| 2023-03-24 | 8-K | 2023-03-24 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously disclosed, on January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court”, and such cases, the “Cases”). | ea175729-8k_amerivirtu.htm |
| 2023-03-13 | 8-K | 2023-03-10 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As previously disclosed, the Purchased Assets to be sold pursuant to the terms of the Purchase Agreement constitute substantially all of the assets of the Company. | ea175037-8k_american.htm |
| 2023-03-07 | 8-K | 2023-03-07 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court”, and such cases, the “Cases”). | ea174826-8k_american.htm |
| 2023-02-22 | 8-K/A | 2023-02-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea174053-8ka1_american.htm |
| 2023-02-15 | 8-K | 2023-02-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea173765-8k_american.htm |
| 2023-01-12 | 8-K | 2023-01-11 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”). | ea171588-8k_american.htm |
| 2023-01-11 | 8-K | 2023-01-06 | 1.03 Bankruptcy or Receivership; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.03 On January 11, 2023, American Virtual Cloud Technologieas, Inc. (the “Company”) and two of its subsidiaries, AVCtechnologies USA, Inc. and Kandy Communications, LLC (together with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”). 3.01 On January 6, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5620(a), due to the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. | ea171523-8k_americanvct.htm |
| 2022-12-21 | 8-K | 2022-12-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of December 15, 2022, the Board of Directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”) appointed Charles Sweet to the Board, filling an existing vacancy. | ea170633-8k_american.htm |
| 2022-10-25 | 8-K | 2022-10-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Warrants is incorporated herein by reference. 8.01 On October 18, 2022, the Company received a letter (the “Compliance Letter”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company’s shares had a closing bid price at or above $1.00 per share for a minimum of ten consecutive business days, the Company’s stock had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). | ea167496-8k_american.htm |
| 2022-10-20 | 8-K | 2022-10-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the unregistered sale of Warrants and shares of Common Stock underlying the Warrants are incorporated herein by reference. | ea167336-8k_amerivirtu.htm |
| 2022-10-11 | 8-K | 2022-10-11 | 8.01 Other Events | 8.01 For the quarter ended September 30, 2022, the Company expects to report total revenue of approximately $4.6 million, representing approximately 13% year over year growth relative to the third quarter of 2021 (excluding the Computex business segment divested in March 2022). | ea166965-8k_amerivirtu.htm |
| 2022-09-30 | 8-K | 2022-09-30 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The information contained in Item 5.03 below is incorporated by reference into this Item 3.03. 5.03 On September 30, 2022, American Virtual Cloud Technologies, Inc. (the “Company”) filed a Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected, upon filing on September 30, 2022 (the “Effective Time”), a one-for-fifteen reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, $0.0001 par value per share (the “Common Stock”). | ea166594-8k_american.htm |
| 2022-09-26 | 8-K | 2022-09-26 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 1.02 The information in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Existing Warrants is incorporated by reference in this Item 1.02 to the extent required. 3.02 The information in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Rights is incorporated by reference in this Item 3.02 to the extent required. | ea166312-8k_american.htm |
| 2022-09-12 | 8-K | 2022-09-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Rights and the Installment Shares is incorporated by reference in this Item 3.02 to the extent required. 8.01 The Company has completed the sale of shares of Common Stock under its previously announced at-the-market equity offering program, which provided for the offer and sale, from time to time, of shares of its Common Stock having an aggregate offering price of $14,785,490. | ea165638-8k_american.htm |
| 2022-09-08 | 8-K | 2022-09-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously reported, on August 25, 2022, American Virtual Cloud Technologies, Inc. (the “Company”) announced that it had retained Northland Capital Markets to advise the Company in connection with a comprehensive strategic review process that could lead to the sale of the Company or selected assets. | ea165492-8k_american.htm |
| 2022-09-01 | 8-K | 2022-09-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the shares of Common Stock that may be sold and issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K is also being filed for the purpose of filing Exhibits 5.1 and 23.1 as exhibits to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-258136), and such exhibits are hereby incorporated by reference into such Registration Statement. | ea165264-8k_americanvirt.htm |
| 2022-09-01 | 8-K | 2022-08-29 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 The information in Item 1.01 of this Current Report on Form 8-K with respect to the Wind Down Agreement, the Warrant Termination Agreement and the restatement of the Original Waiver Agreement is incorporated by reference in this Item 1.02 to the extent required. | ea165177-8k_americanvirt.htm |
| 2022-08-25 | 8-K | 2022-08-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective as of August 22, 2022, Kevin Keough, who has served as the Company’s Chief Transformation Officer since April 2022, and prior to that served as the Company’s President since July 2021, was appointed to serve as the Company’s Chief Executive Officer and ceased serving as Chief Transformation Officer. 8.01 On August 25, 2022, the Company issued a press release regarding the management changes described in Item 5.02 of this Current Report on Form 8-K. The Company also announced in that press release that the Company had retained Northland Capital Markets to advise the Company in connection with a comprehensive strategic review process that could lead to the sale of the Company or selected assets. | ea164986-8k_americanvirt.htm |
| 2022-08-02 | 8-K | 2022-07-27 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 27, 2022, American Virtual Cloud Technologies, Inc. (the “Company”) received a notice in the form of a letter (the “Notice”) from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the Company’s Minimum Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2). | ea163681-8k_americanvir.htm |
| 2022-05-25 | 8-K | 2022-05-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 3.01 On May 20, 2022, American Virtual Cloud Technologies, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). 5.07 At the special meeting of stockholders of the Company held on May 24, 2022 (the “Special Meeting”), the Company’s stockholders approved proposals to (1) approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of Common Stock of the Company upon conversion of the shares of Series B convertible preferred stock or exercise of the warrants issued pursuant to the terms of a Securities Purchase Agreement, dated as of February 28, 2022, in an amount equal to 20% or more of the Company’s Common Stock outstanding (“Nasdaq Proposal I”), (2) approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of Common Stock upon conversion of the senior secured convertible notes of the Company issued pursuant to the terms of a Securities Purchase Agreement, dated as of April 14, 2022, in an amount equal to 20% or more of the Company’s Common Stock outstanding ( “Nasdaq Proposal II”), (3) approve the first amendment to the American Virtual Cloud Technologies, Inc. 2020 Equity Incentive Plan (the “Equity Incentive Plan Amendment Proposal”), (4) approve an amendment to the Company’s amended and restated certificate of incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-fifth of a share of Common Stock (e.g., a 1-for-5 reverse stock split), and authorize the Company’s Board of Directors (the “Board”) to implement or abandon this amendment no later than September 30, 2022 (the “Reverse Stock Split Proposal (1:5)”), (5) approve an amendment to the Company’s amended and restated certificate of incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-tenth of a share of Common Stock (e.g., a 1-for-10 reverse stock split), and authorize the Board to implement or abandon this amendment no later than September 30, 2022 (the “Reverse Stock Split Proposal (1:10)”), and (6) approve an amendment to the Company’s amended and restated certificate of incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-fifteenth of a share of Common Stock (e.g., a 1-for-15 reverse stock split), and authorize the Board to implement or abandon this amendment no later than September 30, 2022 (the “Reverse Stock Split Proposal (1:15)”). 8.01 The Company is including the below amended and restated risk factor for the purpose of supplementing and updating the disclosure contained in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022. | ea160553-8k_americanvir.htm |
| 2022-04-25 | 8-K | 2022-04-19 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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 Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 1.02 On April 21, 2021, the Company and Navigation Capital Partners, Inc. (“NCP”) entered into a Termination Agreement (the “Termination Agreement”) pursuant to which they agreed to terminate, as of that date, the Services Agreement entered into between them as of March 4, 2021 (the “NCP Services Agreement”), as described in the Current Report on Form 8-K filed by the company on March 5, 2021. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K under the heading “Consummation of Sale of Senior Secured Convertible Note” is incorporated herein by reference to the extent required. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K under the heading “Consummation of Sale of Senior Secured Convertible Note” regarding the issuance of the Note is incorporated herein by reference to the extent required. 5.02 Effective as of April 22, 2022, Kevin Keough, who has served as the Company’s President since July 2021, was appointed to serve as the Company’s Chief Transformation Officer, and ceased serving as President. | ea158743-8k_americanvir.htm |
| 2022-04-15 | 8-K | 2022-04-14 | 1.01 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 Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth under Item 1.01 is incorporated herein by reference. 3.02 The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent required. | ea158498-8k_american.htm |
| 2022-03-16 | 8-K | 2022-03-14 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On March 15, 2022, the Company completed the Asset Sale and sold the Purchased Assets to the Buyer pursuant to the terms of the Asset Purchase Agreement, dated January 26, 2022 (the “Purchase Agreement”), among the Company, the Subject Subsidiaries and the Buyer. 5.07 At the special meeting of stockholders of the Company held on March 14, 2022 (the “Special Meeting”), the Company’s stockholders approved proposals to (1) authorize and approve the Purchase Agreement, the Asset Sale and the other transactions contemplated by the Purchase Agreement (the “Asset Sale Proposal”), (2) approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of common stock of the Company (the “Common Stock”) upon exercise of the warrants issued by the Company pursuant to the terms of a Securities Purchase Agreement, dated as of November 2, 2021, as amended by that certain Amendment and Waiver dated as of December 2, 2021, in an amount equal to 20% or more of the Common Stock outstanding (“Nasdaq Proposal I”) and (3) approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of Common Stock upon exercise of warrants without giving effect to any cap on the number of shares issuable upon exercise thereof, issued by the Company pursuant to the terms of a Subscription Agreement, dated as of December 2, 2021 (“Nasdaq Proposal II”) . 8.01 On March 16, 2022, the Company issued a press release in which it announced that it completed the Asset Sale pursuant to the Purchase Agreement. | ea156961-8k_american.htm |
| 2022-03-02 | 8-K | 2022-02-28 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On March 1, 2022, all amounts outstanding under the Credit Agreement, dated December 2, 2021, among the Company, Monroe Capital Management Advisors, LLC and the lenders party thereto were paid in full and such Credit Agreement was terminated. 5.03 On February 28, 2022, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, setting forth the terms, rights, obligations and preferences of the Series B Preferred. | ea156379-8k_american.htm |
| 2022-02-28 | 8-K | 2022-02-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea156249-8k_americanvir.htm |
| 2022-02-25 | 8-K | 2022-02-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea156210-8k_americanvir.htm |
| 2022-02-01 | 8-K | 2022-01-26 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On January 27, 2022, AVCT issued a press release regarding the execution of the Asset Purchase Agreement. | ea154657-8k_american.htm |
| 2022-01-10 | 8-K | 2022-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective as of January 6, 2022, the Board of Directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”) increased the size of the Board to eleven members, and appointed Michael Tessler to fill the newly-created vacancy on the Board. 8.01 On January 7, 2022, the Company issued a press release regarding the appointment of Mr. Tessler. | ea153789-8k_american.htm |
| 2021-12-29 | 8-K | 2021-12-23 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At the annual meeting of stockholders of American Virtual Cloud Technologies, Inc. (the “Company”) held on December 23, 2021 (the “Annual Meeting”), the Company’s stockholders (1) elected the four nominees for class I director for a three-year term expiring in 2024, (2) ratified the appointment of UHY LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 and (3) authorized the Company’s board of directors to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. 8.01 On December 28, 2021, the Company entered into a waiver (the “Waiver”) with Hudson Bay Master Fund Ltd (the “Buyer”). | ea153137-8k_americanvirt.htm |
| 2021-12-16 | 8-K | 2021-12-13 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Series D Warrant is incorporated herein by reference. 5.03 On December 13, 2021, the Company filed the Certificate of Designation of the Series A Preferred (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, setting forth the terms, rights, obligations and preferences of the Series A Preferred Stock. | ea152458-8k_americanvirt.htm |
| 2021-12-13 | 8-K | 2021-12-13 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the unregistered sale of the Series D Warrant and underlying warrant shares are incorporated herein by reference. | ea152213-8k_americanvirt.htm |
| 2021-12-09 | 8-K | 2021-12-08 | 7.01 Regulation FD Disclosure | 7.01 On December 8, 2021, American Virtual Cloud Technologies, Inc. (the “Company” or “AVCT”) issued a press release regarding, among other things, its projections for revenue growth in its Kandy Business Unit for 2021 and 2022. | ea152017-8k_americanvir.htm |
| 2021-12-07 | 8-K | 2021-12-07 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by American Virtual Cloud Technologies, Inc. (the "Company” or “AVCT”), including in meetings with certain of the Company’s investors and other persons. | ea151857-8k_americanvir.htm |
| 2021-12-03 | 8-K | 2021-12-02 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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 Securities | 1.01 Entry into a Material Definitive Agreement. 1.02 On the Closing Date, effective upon the closing of the Credit Facility, all amounts outstanding under the Prior Credit Agreement were paid in full and the Prior Credit Agreement was terminated. 2.03 The information contained in Item 1.01 under the heading “Credit Agreement” is incorporated herein by reference. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Monroe Warrants is incorporated herein by reference. | ea151676-8k_avct.htm |
| 2021-11-08 | 8-K | 2021-11-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Series A Warrant is incorporated herein by reference. | ea150079-8k_americanvir.htm |
| 2021-11-03 | 8-K | 2021-11-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the unregistered sale of the Series A Warrants and underlying warrant shares are incorporated herein by reference. | ea149799-8k_american.htm |
| 2021-10-06 | 8-K | 2021-10-06 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by American Virtual Cloud Technologies, Inc. (the “Company”), including in meetings with certain of the Company’s investors and other persons. | ea148512-8k_american.htm |
| 2021-09-17 | 8-K | 2021-09-16 | 1.01 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information contained in Item 1.01 is incorporated herein by reference. 8.01 On September 16, 2021, the Company issued a press release regarding, among other things, the conversion of its outstanding debentures and the Company’s plan to focus its strategy on acquisitions and organic growth in its cloud technologies business as well as to explore strategic opportunities for its IT solutions business, including the planned divestiture of Computex Technology Group. | ea147572-8k_american.htm |
| 2021-09-03 | 8-K | 2021-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of August 31, 2021, Xavier Williams resigned as a member of the Board of Directors of American Virtual Cloud Technologies, Inc. (the “Company”), consistent with the previously-announced Separation Agreement between the Company and Mr. Williams, as described in the Current Report on Form 8-K filed by the Company on July 22, 2021. | ea146957-8k_americanvirt.htm |
| 2021-07-22 | 8-K | 2021-07-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective as of July 16, 2021, the Board of Directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”) appointed Darrell Mays as the Company’s Chief Executive Officer, replacing Xavier Williams. 8.01 On July 22, 2021, the Company issued a press release regarding, among other things, the management changes described above. | ea144623-8k_americanvirt.htm |
| 2021-06-25 | 8-K | 2021-06-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea143302-8k_americanvirt.htm |
| 2021-05-12 | 8-K | 2021-05-11 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 12, 2021, the Staff (the “SEC Staff”) of the Securities and Exchange Commission (the “SEC”) released the Staff Statement (the “Statement”) on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). | ea140729-8k_americanvirtual.htm |
| 2021-04-09 | 8-K | 2021-04-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the special meeting of stockholders of American Virtual Cloud Technologies, Inc. (the “Company”) held on April 5, 2021 (the “Special Meeting”), the Company’s stockholders (1) approved, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of the Company’s common stock underlying securities issued by the Company in connection with the Company’s acquisition of the Kandy Communications business, in an amount equal to 20% or more of the Company’s common stock outstanding, and (2) approved, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of the Company’s common stock underlying securities issued or issuable by the Company pursuant to a securities purchase agreement dated December 1, 2020, in an amount equal to 20% or more of the Company’s common stock outstanding. | ea139338_8k-amvirtcloud.htm |
| 2021-04-07 | 8-K | 2021-04-07 | 8.01 Other Events | 8.01 On April 7, 2021, American Virtual Cloud Technologies, Inc. (the “Company”) issued a press release announcing that it has received an unsolicited non-binding proposal, subject to certain conditions, to acquire all of the issued and outstanding shares of common stock of the Company (on an as-converted and as-exercised basis) for a price of approximately $9.00 per share. | ea139216_8k-amvirtcl.htm |
| 2021-03-05 | 8-K | 2021-03-01 | 1.01 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 1, 2021, Suzanne Shank provided notice of her resignation as a member of the Board, effective as of that date. 8.01 On March 4, 2021, the Company issued a press release regarding the appointment of Ms. Byrd to the Board. | ea137076-8k_american.htm |
| 2021-02-12 | 8-K | 2021-02-08 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 American Virtual Cloud Technologies, Inc. (the “Company”) recently became aware, through discussions with the Company’s prior independent registered public accounting firm, Marcum LLP (“Marcum”), that its Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2020 (the “Form 10-K”), had inadvertently been filed without the consent of Marcum. | ea135478-8k_americanvirtual.htm |
| 2021-01-27 | 8-K/A | 2020-12-01 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of business acquired. | ea133785-8ka1_american.htm |
| 2021-01-21 | 8-K | 2021-01-21 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by American Virtual Cloud Technologies, Inc. (the “Company”), including in meetings with certain of the Company’s investors and other persons. | ea133680-8k_americanvirtual.htm |
| 2020-12-07 | 8-K | 2020-12-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure set forth under the heading “Amended and Restated Purchase Agreement” in Item 1.01 above is incorporated in this Item 2.01 by reference. 2.03 The disclosure set forth in the second paragraph under the heading “Investor Rights Agreement” in Item 1.01 above is incorporated in this Item 2.01 by reference. 3.02 The information set forth under the headings “Amended and Restated Purchase Agreement” and “Securities Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. 5.02 On December 7, 2020, the Company announced the appointment of Michael Dennis as Chief Operating Officer of the Company, with an effective date of December 1, 2020 (the “Effective Date”). 8.01 On December 2, 2020, AVCT and Ribbon issued a joint press release announcing the consummation of the Transaction. | ea131110-8k_american.htm |
| 2020-09-23 | 8-K | 2020-09-23 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by American Virtual Cloud Technologies, Inc. (the “Company”), including in meetings with certain of the Company’s investors and other persons. | ea127276-8k_americanvirtual.htm |
| 2020-09-16 | 8-K | 2020-09-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 16, 2020, American Virtual Cloud Technologies, Inc. (the “Company”) announced the appointment of Xavier Williams as Chief Executive Officer of the Company, with an effective date of October 1, 2020 (the “Effective Date”). 8.01 On September 16, 2020, the Company issued a press release regarding the appointment of Mr. Williams. | ea126948-8k_american.htm |
| 2020-08-11 | 8-K | 2020-08-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea125319-8k_american.htm |
| 2020-08-05 | 8-K | 2020-08-05 | 7.01 Regulation FD Disclosure | 7.01 On August 5, 2020, American Virtual Cloud Technologies, Inc. (“AVCT”), and Ribbon Communications Inc. (“Ribbon”) issued a joint press release announcing that they have entered into a definitive agreement for AVCT to acquire Kandy Communications (“Kandy”), an industry-leading proprietary, multi-tenant, highly scalable cloud communications platform, from Ribbon, in an all-stock transaction (the “Transaction”). | ea125075-8k_american.htm |
| 2020-07-07 | 8-K | 2020-07-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 6, 2020, the board of directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”), upon the recommendation of its nominating committee, appointed Kent Mathy as a new director of the Company, effective immediately. | ea123851-8k_americanvir.htm |
| 2020-05-14 | 8-K | 2020-05-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 8, 2020, Sam Haffar resigned as a director of American Virtual Cloud Technologies, Inc. (the “Company”). | ea121870-8k_americanvirt.htm |
| 2020-05-06 | 8-K | 2020-05-04 | 1.01 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference. | ea121469-8k_americanvirtual.htm |
| 2020-04-29 | 8-K | 2020-04-29 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by American Virtual Cloud Technologies, Inc. (the “Company”), including in meetings with certain of the Company’s investors and other persons. | ea120931-8k_americanvirtual.htm |
| 2020-04-21 | 8-K/A | 2020-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective April 7, 2020, Dr. Robert Willis resigned from his position as President of the Company. | ea120872-8ka_american.htm |
| 2020-04-14 | 8-K/A | 2020-04-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.06 Change in Shell Company Status | 3.01 On April 9, 2020, the Company received a letter (the “Determination Letter”) from Nasdaq notifying the Company that it had not complied with the requirements of Nasdaq Listing Rule IM-5101-2, which requires that the Company meet the requirements for initial listing after completion of the Business Combination. 5.06 As a result of the consummation of the Merger, which fulfilled the definition of an initial business combination as required by the Charter, AVCT ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. | ea120627-8ka1_americanvir.htm |
| 2020-04-14 | 8-K | 2020-04-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 1.01 Concurrently with the Closing, the Company, the Surviving Corporation, the subsidiaries of the Surviving Corporation and Comerica Bank (“Comerica”) entered into a Third Amendment to Loan Documents (the “Third Amendment”). 2.01 The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. 2.03 The information set forth under the headings “Third Amendment to Loan Documents” and “Debentures, Warrants and Guaranty” in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference. 3.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. 3.03 The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference. 5.01 The information set forth under the “Introductory Note” and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.06 As a result of the consummation of the Merger, which fulfilled the definition of an initial business combination as required by the Charter, AVCT ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. | ea120594-8k_americanvirtual.htm |
| 2020-04-07 | 8-K | 2020-04-01 | 1.01 Entry into a Material Definitive Agreement; 4.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On April 3, 2020, Pensare, Merger Sub, Holdings, and Computex entered into Amendment No. 2, which provided for, among other things: (i) changing the aggregate merger consideration payable to $65 million (subject to adjustment based on Computex’s working capital and net debt at closing), consisting of $20 million of Units (as defined below), shares of Pensare’s common stock, and the assumption of Computex’s indebtedness; (ii) extending the date by which the Company must file a resale registration statement from five days to fifteen business days following the Closing; (iii) the right of Holdings to nominate one, two or three members of the board of directors of the Company, provided that Holdings owns at least 10%, 30% or 50%, respectively, of the Stock Consideration and Converted Shares, collectively, issuable to Holdings in connection with the Closing; (iv) adjusting certain terms and definitions relating to the consideration issued in the Business Combination to, among other things, provide for the Units to be issued by Pensare in the Private Placement; (v) the removal of the previously contemplated Lock-Up Agreement by and among Pensare, Holdings and Navigation Capital Partners II, L.P.; and (vi) the acknowledgement by Pensare and Merger Sub that certain actions taken by Computex prior to the Effective Time related to the Coronavirus Disease 2019 shall not constitute a Company Material Adverse Effect. 4.01 On April 7, 2020, Marcum LLP (“Marcum”) was dismissed by vote of the board of directors as Pensare’s independent registered public accounting firm. 5.03 On April 1, 2020, Pensare filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with Secretary of State of the State of Delaware, which was effective the same day. 7.01 On April 7, 2020, the Company issued a press release announcing the completion of the business combination, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | tm2015208-1_8k.htm |
| 2020-03-18 | 8-K/A | 2020-03-10 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on September 11, 2019, Pensare Acquisition Corp. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing by Nasdaq. | tm2012886-2_8ka.htm |
| 2020-03-16 | 8-K | 2020-03-10 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on September 11, 2019, Pensare Acquisition Corp. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing by Nasdaq. | tm2012886d1_8k.htm |
| 2020-02-28 | 8-K | 2020-02-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 27, 2020, Pensare Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) of the Company and Stratos Management Systems, Inc. (“Computex”), as described in the definitive proxy statement filed by the Company with the SEC on February 13, 2020 and incorporated herein by reference. | tm2011241-1_8k.htm |
| 2019-12-30 | 8-K | 2019-12-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 20, 2019, Pensare Acquisition Corp., a Delaware corporation (“Pensare”), entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement, dated July 24, 2019 (the “Agreement”), by and among Pensare, Tango Merger Sub Corp., a Delaware corporation (“Merger Sub”), Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), and Stratos Management Systems, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Pensare. | tm1927505-1_8k.htm |
| 2019-11-26 | 8-K | 2019-11-26 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On November 26, 2019, Pensare Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). | tm1923951d1_8k.htm |
| 2019-09-27 | 8-K | 2019-09-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 23, 2019, Pensare Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the NASDAQ Capital Market. | f8k092319_pensareacq.htm |
| 2019-09-17 | 8-K | 2019-09-11 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 11, 2019, Pensare Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the NASDAQ Capital Market. | f8k091119_pensareacq.htm |
| 2019-08-06 | 8-K | 2019-07-31 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 31, 2019, Pensare Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). | f8k080219_pensareacqui.htm |
| 2019-07-30 | 8-K | 2019-07-30 | 8.01 Other Events | 8.01 On July 30, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”), convened and then adjourned, without conducting any business, its special meeting of stockholders (the “special meeting”) until Wednesday, July 31, 2019, at 11:00 a.m. | f8k073019_pensareacq.htm |
| 2019-07-30 | 8-K | 2019-07-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 24, 2019, Pensare Acquisition Corp., a Delaware corporation (“Pensare”), Tango Merger Sub Corp., a Delaware corporation (“Merger Sub”), Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), and Stratos Management Systems, Inc., a Delaware corporation (the “Company”) entered into a Business Combination Agreement (the “Agreement”) pursuant to which the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Pensare. | f8k0719_pensareacq.htm |
| 2019-07-30 | 8-K | 2019-07-30 | 8.01 Other Events | 8.01 On July 30, 2019, Pensare Acquisition Corp. (the “Company”) issued a press release announcing that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders scheduled to occur at 11:00 a.m., Eastern time, on July 30, 2019, and reconvene at 11:00 a.m., Eastern time, on July 31, 2019, to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission on July 5, 2019. | f8k073019_pensareacquisition.htm |
| 2019-07-25 | 8-K | 2019-07-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 Effective July 24, 2019, Graham McGonigal was appointed as Chief Operating Officer of Pensare Acquisition Corp. “Pensare”). 7.01 On July 25, 2019, Pensare issued a press release announcing the execution of a Business Combination Agreement (the “Agreement”) among Pensare, Stratos Management Systems, Inc., a Delaware corporation (“Computex”), Tango Merger Sub Corp., a Delaware corporation (“Merger Sub”) and Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), pursuant to which Pensare agreed to acquire Computex in a transaction (the “Business Combination”) that will result in Computex becoming a wholly owned subsidiary of Pensare. | f8k072419_pensareacquisition.htm |
| 2019-06-19 | 8-K | 2019-06-14 | 8.01 Other Events | 8.01 As previously reported, on May 31, 2019, Pensare Acquisition Corp. (the “Company”) announced that the Company’s sponsor, Pensare Sponsor Group, LLC (the “Sponsor”), had determined to adjust the contributions that it would make to the trust account established in connection with the Company’s initial public offering (the “Trust Account”), and that the Company would offer its public stockholders the right to redeem their shares of the Company’s common stock, par value $0.001 per share, issued in its initial public offering (each, a “Public Share”) in connection with such adjustment. | f8k061419_pensareacq.htm |
| 2019-05-31 | 8-K | 2019-05-31 | 8.01 Other Events | 8.01 As previously reported, on April 22, 2019, Pensare Acquisition Corp. (the “Company”) announced that the Company’s sponsor, Pensare Sponsor Group, LLC (the “Sponsor”), had agreed to contribute to the Company (the “Contribution”) as a loan $0.033 for each share of the Company’s common stock issued in its initial public offering that was not redeemed in connection with the stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional three months, from May 1, 2019 to August 1, 2019, for one additional calendar month (May 2019). | s118789_8k.htm |
| 2019-05-20 | 8-K | 2019-05-20 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 As previously disclosed, on January 31, 2019, Pensare Acquisition Corp. (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with U.S. TelePacific Holdings Corp., d/b/a TPx Communications (“TPx”) and Tango Merger Sub Corp., a wholly-owned subsidiary of the Company, relating to the proposed business combination between the Company and TPx. 8.01 On May 20, 2019, the Company and TPx issued a press release announcing the termination of the Agreement. | s118397_8k.htm |
| 2019-04-30 | 8-K | 2019-04-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 29, 2019, Pensare Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). | s117785_8k.htm |
| 2019-04-26 | 8-K | 2019-04-26 | 8.01 Other Events | 8.01 On April 26, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”), convened and then adjourned, without conducting any business, its special meeting of stockholders (the “special meeting”) until Monday, April 29, 2019, at 11:00 a.m. | s117699_8k.htm |
| 2019-04-24 | 8-K | 2019-04-24 | 8.01 Other Events | 8.01 On April 24, 2019, Pensare Acquisition Corp. (the “Company”) issued a press release announcing that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders scheduled to occur at 11:00 a.m., Eastern time, on April 26, 2019, and reconvene at 11:00 a.m., Eastern time, on April 29, 2019, to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission on April 3, 2019. | s117636_8k.htm |
| 2019-04-22 | 8-K | 2019-04-22 | 8.01 Other Events | 8.01 Pensare Acquisition Corp. (the “Company”) previously announced that it will hold a special meeting of stockholders on April 26, 2019 at 11:00 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 (the “Special Meeting”) to vote on (i) an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional three months, from May 1, 2019 to August 1, 2019 (the “Extended Date”); and (ii) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Charter Amendment. | s117569_8k.htm |
| 2019-02-28 | 8-K | 2019-02-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously disclosed, on January 31, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”), Tango Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and U.S. TelePacific Holdings Corp., a Delaware corporation doing business as TPx Communications (“TPx”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into TPx (the “Merger,” together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with TPx surviving the Merger as a wholly-owned direct subsidiary of the Company. 8.01 This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. | s116469_8k.htm |
| 2019-02-11 | 8-K | 2019-02-11 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously disclosed, on January 31, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”), Tango Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and U.S. TelePacific Holdings Corp., a Delaware corporation doing business as TPx Communications (“TPx”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into TPx (the “Merger,” together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with TPx surviving the Merger as a wholly-owned direct subsidiary of the Company. 8.01 This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. | s116019_8k.htm |
| 2019-02-01 | 8-K | 2019-02-01 | 7.01 Regulation FD Disclosure | 7.01 On February 1, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”) and U.S. TelePacific Holdings Corp., a Delaware corporation doing business as TPx Communications (“TPx”), held an investor conference call to discuss their previously announced entry into an agreement and plan of merger and the transactions contemplated thereby (the “Transactions”). | s115809_8k.htm |
| 2019-02-01 | 8-K | 2019-02-01 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 On January 31, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”), Tango Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and U.S. TelePacific Holdings Corp., a Delaware corporation doing business as TPx Communications (“TPx”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into TPx, with TPx surviving the merger as a wholly-owned direct subsidiary of the Company. 5.03 On January 28, 2019, in connection with the Special Meeting in lieu of the 2019 Annual Meeting of Stockholders (the “Special Meeting”), the Company filed with the Secretary of State of Delaware an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional three months, from February 1, 2019 to May 1, 2019 (the “Extended Date”). 5.07 On January 28, 2019, at the Special Meeting, the Company’s stockholders approved the following items: (i) the Charter Amendment; (ii) a proposal to re-elect (the “Director Proposal”) each of Dr. Klaas Baks and Messrs. 7.01 On February 1, 2019, the Company issued a press release announcing the execution of the Business Combination Agreement and that the Company will hold a conference call on February 1, 2019 at 11:00 a.m. | s115685_8k.htm |
| 2019-01-16 | 8-K | 2019-01-16 | 8.01 Other Events | 8.01 Pensare Acquisition Corp. (the “Company”) previously announced that it will hold a special meeting in lieu of the 2019 annual meeting of stockholders on January 28, 2019 at 11:00 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 (the “Special Meeting”) to vote on (i) an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional three months, from February 1, 2019 to May 1, 2019 (the “Extended Date”); (ii) a proposal to re-elect four directors to the Company’s board of directors, with each such director to serve until the second annual meeting of stockholders following the Special Meeting or until his successor is elected and qualified; and (iii) a proposal to ratify the selection by the Company’s Audit Committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019. | s115401_8k.htm |
| 2017-08-07 | 8-K | 2017-08-07 | 8.01 Other Events | 8.01 On August 1, 2017, Pensare Acquisition Corp. (the “Company”) completed its initial public offering (“IPO”) of 27,000,000 units (“Units”), each Unit consisting of one share of common stock, par value $0.001 per share (“Common Stock”), one right entitling the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination, and one-half of one warrant (“Warrant”), each whole Warrant exercisable to purchase one share of Common Stock, pursuant to the registration statements on Form S-1 (File Nos. 333-219162 and 333-219518). | s107059_8k.htm |
| 2017-08-02 | 8-K | 2017-07-27 | 3.02 Unregistered Sales of Equity Securities; 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 Year; 8.01 Other Events | 3.02 On August 1, 2017, simultaneously with the consummation of the initial public offering (the “IPO”) of units (“Units”) of Pensare Acquisition Corporation (the “Company”), the Company consummated the private placement (the “Private Placement”) of an aggregate of 9,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,500,000. 5.02 Effective as of 5:00 p.m., Eastern time, on July 27, 2017, the following individuals were appointed to the board of directors of the Company: Lawrence E. Mock, Jr., Jose Mas, U. Bertram Ellis, Jr., Suzanne Shank, Karl Krapek, Dennis Lockhart and Dr. Klaas Baks. 5.03 On July 27, 2017, the Company filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with Secretary of State of the State of Delaware, which was effective the same day. 8.01 On August 1, 2017, the Company completed its IPO of 27,000,000 Units. | s107004_8k.htm |