BOINGO WIRELESS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-06-02: Form 8-K; Period of report 2021-06-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2021-06-01: Form 8-K; Period of report 2021-06-01; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-05-28: Form 8-K; Period of report 2021-05-27; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2021-05-25: Form 8-K; Period of report 2021-05-24; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-06-02 | 8-K | 2021-06-02 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introduction to this Current Report on Form 8-K (the “Introduction”) is incorporated into this Item 2.01 by reference. 3.01 In connection with the closing of the Merger, on June 1, 2021, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of its intent to remove its Common Stock from listing on Nasdaq and requested Nasdaq file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist and deregister its shares of Common Stock. 3.03 The information set forth in the Introduction and under Items 2.01 and 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.01 The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company ceased to be directors of the Company, as of the Effective Time. 5.03 At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”) in accordance with the terms of the Merger Agreement. 8.01 On June 2, 2021, the Company issued a press release announcing the completion of the Merger. | tm2117856d2_8k.htm |
| 2021-06-01 | 8-K | 2021-06-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 1, 2021, Boingo Wireless, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2021. | tm2117856d1_8k.htm |
| 2021-05-28 | 8-K | 2021-05-27 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On May 27, 2021, Boingo Wireless, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiary Boingo MDU, LLC, a Delaware limited liability company (“Seller”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with RealPage, Inc., a Delaware corporation (“Parent”) and Whitesky Communications, LLC, a Delaware limited liability company (“Buyer”), and a wholly owned subsidiary of Parent to acquire Seller’s right, title, and interest in, to, and under the assets, properties and rights (other than the certain excluded assets as set forth in the Asset Purchase Agreement), that are used in, held for use in, developed for use in, intended for use in, or necessary for the operation of, Seller’s multifamily business, whether tangible or intangible, real, personal or mixed (the “Transaction”). | tm2117962d1_8k.htm |
| 2021-05-25 | 8-K | 2021-05-24 | 8.01 Other Events | 8.01 On April 28, 2021, Boingo Wireless, Inc. (“Boingo” or the “Company”) filed a Proxy Statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) in connection with the Merger Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 26, 2021, by and among Boingo, White Sands Parent, Inc., a Delaware corporation (“Parent”), and White Sands Bidco, Inc., a Delaware corporation (“Merger Sub”). | tm2117197d1_8k.htm |
| 2021-05-10 | 8-K | 2021-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2021, Boingo Wireless, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2021. | tm2111767d2_8k.htm |
| 2021-03-01 | 8-K | 2021-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2021, Boingo Wireless, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2020. | tm218232d2_8k.htm |
| 2021-03-01 | 8-K | 2021-02-26 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On February 26, 2021, the Board of Directors of the Company approved and adopted an amendment to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”), which became effective immediately. 8.01 On March 1, 2021, the Company issued a press release announcing the execution of the Merger Agreement. | tm218232d1_8k.htm |
| 2020-11-09 | 8-K | 2020-11-09 | 2.02 Results of Operations and Financial Condition | tm2030676d2_8k.htm | |
| 2020-10-22 | 8-K | 2020-10-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | tm2034062d1_8k.htm | |
| 2020-08-04 | 8-K | 2020-08-04 | 2.02 Results of Operations and Financial Condition | tm2026476d1_8k.htm | |
| 2020-06-05 | 8-K | 2020-06-04 | 5.07 Submission of Matters to a Vote of Security Holders | tm2021974-1_8k.htm | |
| 2020-05-05 | 8-K | 2020-05-05 | 2.02 Results of Operations and Financial Condition | tm2018597d1_8k.htm | |
| 2020-03-02 | 8-K | 2020-03-02 | 2.02 Results of Operations and Financial Condition | tm2011407d1_8k.htm | |
| 2019-12-13 | 8-K | 2019-12-11 | 2.05 Costs Associated with Exit or Disposal Activities | tm1925168d1_8k.htm | |
| 2019-11-05 | 8-K | 2019-11-05 | 2.02 Results of Operations and Financial Condition | tm1921887-1_8k.htm | |
| 2019-08-01 | 8-K | 2019-07-30 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | a19-16465_18k.htm | |
| 2019-06-07 | 8-K | 2019-06-06 | 5.07 Submission of Matters to a Vote of Security Holders | a19-11239_18k.htm | |
| 2019-05-08 | 8-K | 2019-05-08 | 2.02 Results of Operations and Financial Condition | a19-9595_18k.htm | |
| 2019-04-29 | 8-K | 2019-04-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a19-9005_18k.htm | |
| 2019-02-27 | 8-K | 2019-02-27 | 2.02 Results of Operations and Financial Condition | a19-5532_18k.htm | |
| 2019-02-21 | 8-K | 2019-02-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a19-5171_18k.htm | |
| 2018-12-17 | 8-K | 2018-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a18-41753_18k.htm | |
| 2018-11-01 | 8-K | 2018-11-01 | 2.02 Results of Operations and Financial Condition | a18-39360_18k.htm | |
| 2018-10-05 | 8-K | 2018-10-01 | 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 | a18-36049_48k.htm | |
| 2018-10-03 | 8-K | 2018-10-02 | 8.01 Other Events | a18-36049_38k.htm | |
| 2018-10-01 | 8-K | 2018-10-01 | 8.01 Other Events | a18-36049_28k.htm | |
| 2018-08-02 | 8-K | 2018-08-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | a18-18045_28k.htm | |
| 2018-08-01 | 8-K | 2018-08-01 | 2.02 Results of Operations and Financial Condition | a18-18045_18k.htm | |
| 2018-06-11 | 8-K | 2018-06-07 | 5.07 Submission of Matters to a Vote of Security Holders | a18-15116_18k.htm | |
| 2018-05-03 | 8-K | 2018-05-03 | 2.02 Results of Operations and Financial Condition | a18-12702_18k.htm | |
| 2018-04-05 | 8-K | 2018-03-31 | 1.01 Entry into a Material Definitive Agreement | a18-9636_18k.htm | |
| 2018-02-27 | 8-K | 2018-02-27 | 2.02 Results of Operations and Financial Condition | a18-7175_18k.htm | |
| 2018-01-16 | 8-K | 2018-01-09 | 8.01 Other Events | a18-2763_18k.htm | |
| 2017-11-14 | 8-K | 2017-11-14 | 7.01 Regulation FD Disclosure | a17-27051_18k.htm | |
| 2017-11-02 | 8-K | 2017-10-31 | 2.02 Results of Operations and Financial Condition; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | a17-25076_18k.htm | |
| 2017-09-28 | 8-K | 2017-09-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a17-22584_18k.htm | |
| 2017-08-03 | 8-K | 2017-07-31 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a17-18873_18k.htm | |
| 2017-06-09 | 8-K | 2017-06-08 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | a17-15011_18k.htm | |
| 2017-05-04 | 8-K | 2017-05-04 | 2.02 Results of Operations and Financial Condition | a17-12372_18k.htm | |
| 2017-03-07 | 8-K | 2017-03-07 | 2.02 Results of Operations and Financial Condition | a17-7775_18k.htm | |
| 2016-11-03 | 8-K | 2016-11-03 | 2.02 Results of Operations and Financial Condition | a16-21039_18k.htm | |
| 2016-08-04 | 8-K | 2016-08-04 | 2.02 Results of Operations and Financial Condition | a16-16159_18k.htm | |
| 2016-06-10 | 8-K | 2016-06-09 | 5.07 Submission of Matters to a Vote of Security Holders | a16-13173_18k.htm | |
| 2016-06-01 | 8-K | 2016-06-01 | 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; 7.01 Regulation FD Disclosure | a16-12606_18k.htm | |
| 2016-05-05 | 8-K | 2016-05-05 | 2.02 Results of Operations and Financial Condition | a16-10563_18k.htm | |
| 2016-02-25 | 8-K | 2016-02-25 | 2.02 Results of Operations and Financial Condition | a16-5260_18k.htm | |
| 2016-02-25 | 8-K | 2016-02-23 | 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 | a16-5149_18k.htm | |
| 2016-02-03 | 8-K | 2016-02-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a16-3491_18k.htm | |
| 2016-01-04 | 8-K | 2015-12-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | a16-1108_18k.htm | |
| 2015-12-28 | 8-K | 2015-12-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a15-25586_18k.htm | |
| 2015-11-05 | 8-K | 2015-11-05 | 2.02 Results of Operations and Financial Condition | a15-22384_18k.htm | |
| 2015-08-06 | 8-K | 2015-08-06 | 2.02 Results of Operations and Financial Condition | a15-17001_18k.htm | |
| 2015-06-16 | 8-K | 2015-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | a15-14187_18k.htm | |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | a15-10934_18k.htm | |
| 2015-02-26 | 8-K | 2015-02-26 | 2.02 Results of Operations and Financial Condition | a15-5353_18k.htm | |
| 2015-01-07 | 8-K | 2014-12-31 | 1.01 Entry into a Material Definitive Agreement | a15-1405_18k.htm | |
| 2014-11-26 | 8-K | 2014-11-21 | 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 | a14-25228_18k.htm | |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition | wifi-20141106x8k.htm | |
| 2014-08-27 | 8-K | 2014-08-21 | 1.01 Entry into a Material Definitive Agreement | a14-19980_18k.htm | |
| 2014-08-08 | 8-K | 2014-08-04 | 1.01 Entry into a Material Definitive Agreement | a14-18690_18k.htm | |
| 2014-08-07 | 8-K | 2014-08-05 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a14-18600_18k.htm | |
| 2014-07-17 | 8-K | 2014-07-11 | 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 | a14-17319_18k.htm | |
| 2014-06-18 | 8-K | 2014-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | a14-15600_18k.htm | |
| 2014-05-08 | 8-K | 2014-05-08 | 2.02 Results of Operations and Financial Condition | a14-12173_18k.htm | |
| 2014-03-07 | 8-K | 2014-03-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a14-7547_18k.htm | |
| 2014-02-25 | 8-K | 2014-02-25 | 2.02 Results of Operations and Financial Condition | a14-6597_18k.htm | |
| 2013-11-07 | 8-K | 2013-11-07 | 2.02 Results of Operations and Financial Condition | a13-23744_18k.htm | |
| 2013-08-12 | 8-K | 2013-08-06 | 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 | a13-18305_18k.htm | |
| 2013-08-08 | 8-K | 2013-08-08 | 2.02 Results of Operations and Financial Condition | a13-18206_18k.htm | |
| 2013-06-18 | 8-K | 2013-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | a13-15166_18k.htm | |
| 2013-05-09 | 8-K | 2013-05-09 | 2.02 Results of Operations and Financial Condition | a13-11858_18k.htm | |
| 2013-05-06 | 8-K | 2013-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a13-11601_18k.htm | |
| 2013-04-02 | 8-K | 2013-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a13-9290_18k.htm | |
| 2013-03-08 | 8-K | 2013-03-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a13-6834_18k.htm | |
| 2013-02-21 | 8-K | 2013-02-21 | 2.02 Results of Operations and Financial Condition | a13-5797_18k.htm | |
| 2012-11-15 | 8-K | 2012-11-15 | 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 | a12-27284_18k.htm | |
| 2012-11-08 | 8-K | 2012-11-08 | 2.02 Results of Operations and Financial Condition | a12-26583_18k.htm | |
| 2012-08-10 | 8-K | 2012-08-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a12-17807_18k.htm | |
| 2012-08-08 | 8-K | 2012-08-08 | 2.02 Results of Operations and Financial Condition | a12-17982_18k.htm | |
| 2012-06-26 | 8-K | 2012-06-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a12-15401_18k.htm | |
| 2012-06-19 | 8-K | 2012-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | a12-14976_18k.htm | |
| 2012-05-03 | 8-K | 2012-05-03 | 2.02 Results of Operations and Financial Condition | a12-11287_18k.htm | |
| 2012-04-02 | 8-K | 2012-03-30 | 5.08 Shareholder Director Nominations | a12-8553_18k.htm | |
| 2012-02-16 | 8-K | 2012-02-16 | 2.02 Results of Operations and Financial Condition | a12-5303_18k.htm | |
| 2011-11-03 | 8-K | 2011-11-03 | 2.02 Results of Operations and Financial Condition | a11-29221_18k.htm | |
| 2011-08-04 | 8-K | 2011-08-04 | 2.02 Results of Operations and Financial Condition | a11-23778_18k.htm | |
| 2011-06-07 | 8-K | 2011-06-07 | 2.02 Results of Operations and Financial Condition | a11-14463_18k.htm |