Fusion Connect, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-11-16: Form 8-K; Period of report 2012-11-16; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 7.01.
- 2012-11-09: Form 8-K/A; Period of report 2012-11-09; Description 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; Details 1.01.
- 2012-11-02: Form 8-K; Period of report 2012-10-31; Description 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; Details 1.01.
- 2012-10-26: Form 8-K; Period of report 2012-10-26; Description 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-11-16 | 8-K | 2012-11-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On November 15, 2012, Fusion Telecommunications International, Inc., (the "Company"), issued a press release entitled “Fusion Reports Third Quarter 2012 Results”, pertaining to its financial results for the fiscal quarter ended September 30, 2012. | fsnn_8k.htm |
| 2012-11-09 | 8-K/A | 2012-11-09 | 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 | 1.01 See discussions under Item 2.01 and Item 2.03 for information concerning material agreements entered into in connection with Fusion’s acquisition of NBS, the sale of senior notes and related transactions. 2.01 On October 29, 2012, Fusion Telecommunications International, Inc. (“Fusion”) and its wholly owned subsidiary, Fusion NBS Acquisition Corp. (“FNAC”, and collectively, the "Company"), completed the acquisition of all of the issued and outstanding membership interests of Network Billing Systems, LLC (“NBS”) and substantially all of the assets of NBS’ affiliate, Interconnect Services Group II LLC (“ISG”), and thereby acquired the business operated by NBS and ISG (the “Acquired Business”). 2.03 Contemporaneously with the completion of the acquisition of the Acquired Business, Fusion, FNAC and NBS entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement and Security Agreement (the “SPA”) with Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP and Plexus Fund II, LP (the “Lenders”). 3.02 See discussion under Item 2.01 for information concerning the issuance of Fusion restricted stock in connection Fusion’s acquisition of NBS and related transactions. 5.02 In connection with the acquisition of NBS and related transactions described under Item 2.01, Fusion engaged Jonathan Kaufman, the principal operating officer of the Acquired Business, who has become the President of the Company’s combined Corporate Services business segment. | fsnn_8k.htm |
| 2012-11-02 | 8-K | 2012-10-31 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On October 29, 2012, Fusion Telecommunications International, Inc. (“Fusion”) and its wholly owned subsidiary, Fusion NBS Acquisition Corp. (“FNAC”, and collectively, the "Company"), completed the acquisition of all of the issued and outstanding membership interests of Network Billing Systems, LLC (“NBS”) and substantially all of the assets of NBS’ affiliate, Interconnect Services Group II LLC (“ISG”), and thereby acquired the business operated by NBS and ISG (the “Acquired Business”). 2.03 Contemporaneously with the completion of the acquisition of the Acquired Business, Fusion, FNAC and NBS entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement and Security Agreement (the “SPA”) with Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP and Plexus Fund II, LP (the “Lenders”). 3.02 See discussion under Item 2.01 for information concerning the issuance of Fusion restricted stock in connection Fusion’s acquisition of NBS and related transactions. 5.02 In connection with the acquisition of NBS and related transactions described under Item 2.01, Fusion engaged Jonathan Kaufman, the principal operating officer of the Acquired Business, who has become the President of the Company’s combined Corporate Services business segment. | fsnn_8k.htm |
| 2012-10-26 | 8-K | 2012-10-26 | 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 Between October 22, 2012 and October 24, 2012, Fusion Telecommunications International, Inc., (the "Company"), entered into subscription agreements with 91 accredited investors (the “Investors”), pursuant to which the Company sold 6,027.75 investment Units consisting of (a) 6,027.75 shares of its newly designated Series B-1 Cumulative Convertible Preferred Stock, par value $0.01 per share, (the “Series B-1 Preferred Stock”), (b) Fixed Warrants (the “Fixed Warrants”) to purchase 22,013,915 shares of the Company’s common stock (the “Fixed Warrant Shares”), and (c) Contingent Warrants (the “Contingent Warrants”) to purchase 11,006,958 shares of the Company’s common stock for gross proceeds of $6,027,750 (the “Offering”). 5.03 On October 18, 2012, the Company filed a Certificate of Designations with the Secretary of State of Delaware, amending its Articles of Incorporation by creating, and designating 21,240 shares of previously undesignated preferred stock as, the Series B-1 Preferred Stock. | fsnn_8k.htm |
| 2012-08-23 | 8-K | 2011-08-23 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 7.01 On August 20, 2012, Fusion Telecommunications International, Inc., (the "Company"), issued a press release entitled “Fusion Reports Second Quarter 2012 Results”, pertaining to its financial results for the fiscal quarter ended June 30, 2012. | fsnn_8k.htm |
| 2012-08-07 | 8-K | 2012-08-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 2, 2012, Jack Rosen was appointed to the Company’s Board of Directors, thereby increasing the number of members of the Company’s Board of Directors to ten. | fsnn_8k.htm |
| 2012-08-03 | 8-K/A | 2012-04-26 | 7.01 Regulation FD Disclosure | 7.01 As previously reported under cover of Form 8-K filed on April 26, 2012, the Company executed a letter of intent (the “Original LOI”) on April 3, 2012 with two private funds (collectively, the “Lenders”). | fsnn_8ka.htm |
| 2012-05-16 | 8-K | 2012-05-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On May 15, 2012, Fusion Telecommunications International, Inc., (the "Company"), issued a press release entitled “Fusion Reports First Quarter 2012 Results”, relating to its financial results for the fiscal quarter ended March 31, 2012. | fsnn_8k.htm |
| 2012-04-26 | 8-K | 2012-04-26 | 7.01 Regulation FD Disclosure | 7.01 On April 3, 2012, the Company executed a letter of intent (the “LOI”) with two private funds (collectively, the “Lenders”). | fsnn_8k.htm |
| 2012-04-12 | 8-K | 2012-04-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. | fsnn_8k.htm |
| 2012-02-28 | 8-K | 2012-02-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Fusion Telecommunications International, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the "Meeting") on February 27, 2012, at 3:00 p.m., Eastern Standard Time. | fsnn_8k.htm |
| 2012-02-06 | 8-K/A | 2012-01-30 | 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 See discussion in Item 1.01 above. | fssn_8ka.htm |
| 2012-01-30 | 8-K | 2012-01-30 | 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 | 1.01 Entry into a Material Definitive Agreement. 3.02 On January 30, 2012, Fusion Telecommunications International, Inc. and its wholly owned subsidiary, NBS Acquisition Corp. (collectively, the "Company"), entered into agreements(the “Agreements”) to acquire the business (the “Acquired Business”) currently operated by Network Billing Systems, LLC (“NBS”) and Interconnect Systems Group II LLC (“ISG”). | fsnn_8k.htm |
| 2012-01-25 | 8-K | 2012-01-25 | 7.01 Regulation FD Disclosure | 7.01 The information contained in the press release attached as Exhibit 99.1 to this report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. | fsnn_8k.htm |
| 2012-01-06 | 8-K | 2011-12-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 30, 2011, Evelyn Langlieb Greer notified Fusion Telecommunications International, Inc. (the “Company”) that she does not intend to stand for re-election to the Company’s Board of Directors. | fsnn_8k.htm |