Fusion Connect, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-11-25: Form 8-K; Period of report 2014-11-21; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2014-11-03: Form 8-K; Period of report 2014-11-03; 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; Details 1.01.
- 2014-10-14: Form 8-K; Period of report 2014-10-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-08-21: Form 8-K; Period of report 2014-08-21; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-11-25 | 8-K | 2014-11-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Fusion Telecommunications International, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the "Meeting") on November 21, 2014, at 3:00 p.m., New York city time. | fsnn_8k.htm |
| 2014-11-03 | 8-K | 2014-11-03 | 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 | 1.01 On October 31, 2014, Fusion and PTC signed an Agreement and Plan of Merger, dated as of October 15, 2014 (the “Merger Agreement”), with PingTone, the Majority Shareholders and J. Shelby Bryan, as Stockholder Representative. 2.01 On October 31, 2014, Fusion Telecommunications International, Inc. (“Fusion”) and its recently formed wholly owned subsidiary, Fusion PTC Acquisition, Inc. (“PTC” and together with Fusion, collectively, the “Company”) completed the acquisition of all of the outstanding equity securities (and indirectly all of the assets and liabilities) of PingTone Communications, Inc. (“PingTone”). 2.03 As discussed in Item 1.01 above, on October 31, 2014 Fusion, FNAC, FBVX, NBS and PTC executed the Restated Purchase Agreement with the Lenders and FNAC issued the Series E Notes. 3.02 In connection with the acquisition of PingTone described in Item 2.01 above, Fusion paid $2.5 million of the Purchase Price in shares of its common stock, $0.01 par value per share. | fsnn_8k.htm |
| 2014-10-14 | 8-K | 2014-10-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 9, 2014, Fusion Telecommunications International, Inc. (the “Company”) received the resignation of Marc Gelberg as the Company’s Senior Vice President-Finance and principal accounting officer, and as an officer of its subsidiaries. | fsnn_8k.htm |
| 2014-08-21 | 8-K | 2014-08-21 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On August 20, 2014, Fusion Telecommunications International, Inc., (the "Company"), issued a press release entitled “Fusion Increases Second Quarter Revenue by 63%”, pertaining to its financial results for the fiscal quarter ended June 30, 2014. | fsnn_8k.htm |
| 2014-08-15 | 8-K | 2014-08-12 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 12, 2014, Fusion Telecommunications International, Inc. (the “Company”), with the approval of its audit committee, terminated the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm. | fsnn_8k.htm |
| 2014-07-15 | 8-K | 2014-07-10 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As previously reported in the registrant’s Current Report on Form 8-K filed on July 7, 2014, on June 30, 2014, KPMG LLP (“KPMG”) acquired certain assets of ROTHSTEIN-KASS, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its affiliates (“Rothstein Kass”), the independent registered public accounting firm for Fusion Telecommunications International, Inc. and its subsidiaries (the “Company”). | fsnn_8k.htm |
| 2014-07-07 | 8-K | 2014-07-07 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On June 30, 2014, KPMG LLP (“KPMG”) acquired certain assets of ROTHSTEIN-KASS, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its affiliates (“Rothstein Kass”), the independent registered public accounting firm for Fusion Telecommunications International, Inc. and its subsidiaries (the “Company”). | fsnn_8k.htm |
| 2014-06-06 | 8-K | 2014-06-02 | 8.01 Other Events | 8.01 On June 2, 2014, the Board of Directors appointed James P. Prenetta, Jr. as Executive Vice President and General Counsel of Fusion Telecommunications International, Inc. (the “Company”) and its subsidiaries. | fsnn_8k.htm |
| 2014-06-05 | 8-K | 2014-06-05 | 8.01 Other Events | 8.01 On June 2, 2014, Fusion Telecommunications International, Inc. (the “Company”) received notice that its application for listing of its shares of common stock, $.01 par value per share, on The Nasdaq Capital Market, LLC (“Nasdaq”) has been approved. | fsnn_8k.htm |
| 2014-05-16 | 8-K | 2014-05-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On May 14, 2014, Fusion Telecommunications International, Inc., (the "Company"), issued a press release entitled “Fusion Increases First Quarter Revenue by 42%”, pertaining to its financial results for the fiscal quarter ended March 31, 2014. | fsnn_8k.htm |
| 2014-05-12 | 8-K | 2014-05-12 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 As disclosed in Item 8.01 above, on April 30, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation, to become effective on May 13, 2014, to (a) effect a 1:50 reverse split of its outstanding Common Stock and (b) reduce the number of shares of Common Stock the Company is authorized to issue to 18,000,000. 8.01 On May 13, 2014, amendments to the Certificate of Incorporation of Fusion Telecommunications International, Inc. (“Fusion” or the “Company”) will become effective to (a) implement a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company's outstanding Common Stock (the "Common Stock"), and (b) decrease the number of authorized shares of Common Stock to 18 million (the "Amendments "). | fsnn_8k.htm |
| 2014-04-10 | 8-K | 2014-04-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2014, the Board of Directors appointed Marc Gelberg as the Principal Accounting Officer of Fusion Telecommunications International, Inc. (the “Company”). | fsnn_8k.htm |
| 2014-04-02 | 8-K | 2014-04-02 | 2.02 Results of Operations and Financial Condition; 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 | 2.02 On April 1, 2014, Fusion Telecommunications International, Inc. (the “Company”) issued a press release entitled “Fusion Increases 2013 Revenue by 39%,” pertaining to its financial results for the three months and year ended December 31, 2013. 5.03 On March 28, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue to 900,000,000. 5.07 The Company held its 2013 Annual Meeting of Stockholders (the "Meeting") on March 28, 2014, at 4:00 p.m., Eastern Daylight Time. | fssn_8k.htm |
| 2014-02-12 | 8-K/A | 2014-02-12 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 31, 2013, Fusion Telecommunications International, Inc. (“Fusion”) and its indirect wholly owned subsidiary, Fusion BVX LLC (“FBVX”, and collectively with FBVX and Fusion’s other subsidiaries, the "Company"), completed the acquisition of substantially all of the cloud services assets (the “Acquired Assets”) used by BroadvoxGO!, LLC and its affiliate Cypress Communications, LLC (collectively, “Sellers”) in the operation of their cloud services division (the “Acquired Business”). 2.03 Contemporaneously with the completion of the acquisition of the Acquired Assets on December 31, 2013, Fusion, FNAC, FBVX and NBS entered into, and consummated the transactions contemplated by, an Amended and Restated Securities Purchase Agreement and Security Agreement (the Restated Purchase Agreement”) with Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, L.P. (collectively, the “Original Lenders”), Plexus Fund III, L.P., Plexus Fund QP III, L.P. and United Insurance Company of America (collectively, the “New Lenders” and together with the Original Lenders, the “Lenders”). 3.02 On December 31, 2013, the Company issued to a total of 82 accredited investors (the “Investors”), an aggregate of 18,480 shares of its newly designated Series B-2 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B-2 Preferred Stock”) and (b) Warrants (the “Investor Warrants”) to purchase 59,136,000 shares of the Company’s Common Stock (the “Warrant Shares” and together with the Series B-2 Preferred Stock, the “Offering”). 5.03 On December 27, 2013, the Company filed a Certificate of Designations with the Secretary of State of Delaware, amending its Articles of Incorporation by creating, and designating 24,000 shares of previously undesignated preferred stock as, Series B-2 Cumulative Convertible Preferred Stock. | fsnn_8ka.htm |
| 2014-01-29 | 8-K | 2014-01-29 | 3.02 Unregistered Sales of Equity Securities | 3.02 At a closing held on January 24, 2014, the Company accepted subscriptions from and issued to a total of 39 accredited investors (the “Investors”), an aggregate of 4,358 shares of its Series B-2 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B-2 Preferred Stock”) and (b) Warrants (the “Investor Warrants”) to purchase 13,945,600 shares of the Company’s Common Stock and received gross cash proceeds of $4,358,000. | fsnn_8k.htm |
| 2014-01-07 | 8-K/A | 2014-01-06 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 31, 2013, Fusion Telecommunications International, Inc. (“Fusion”) and its indirect wholly owned subsidiary, Fusion BVX LLC (“FBVX”, and collectively with FBVX and Fusion’s other subsidiaries, the "Company"), completed the acquisition of substantially all of the cloud services assets (the “Acquired Assets”) used by BroadvoxGO!, LLC and its affiliate Cypress Communications, LLC (collectively, “Sellers”) in the operation of their cloud services division (the “Acquired Business”). 2.03 Contemporaneously with the completion of the acquisition of the Acquired Assets on December 31, 2013, Fusion, FNAC, FBVX and NBS entered into, and consummated the transactions contemplated by, an Amended and Restated Securities Purchase Agreement and Security Agreement (the Restated Purchase Agreement”) with Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, L.P. (collectively, the “Original Lenders”), Plexus Fund III, L.P., Plexus Fund QP III, L.P. and United Insurance Company of America (collectively, the “New Lenders” and together with the Original Lenders, the “Lenders”). 3.02 On December 31, 2013, the Company issued to a total of 82 accredited investors (the “Investors”), an aggregate of 18,480 shares of its newly designated Series B-2 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B-2 Preferred Stock”) and (b) Warrants (the “Investor Warrants”) to purchase 59,136,000 shares of the Company’s Common Stock (the “Warrant Shares” and together with the Series B-2 Preferred Stock, the “Offering”). 5.03 On December 27, 2013, the Company filed a Certificate of Designations with the Secretary of State of Delaware, amending its Articles of Incorporation by creating, and designating 24,000 shares of previously undesignated preferred stock as, Series B-2 Cumulative Convertible Preferred Stock. | fsnn_8ka.htm |
| 2014-01-06 | 8-K | 2014-01-06 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 31, 2013, Fusion Telecommunications International, Inc. (“Fusion”) and its indirect wholly owned subsidiary, Fusion BVX LLC (“FBVX”, and collectively with FBVX and Fusion’s other subsidiaries, the "Company"), completed the acquisition of substantially all of the cloud services assets (the “Acquired Assets”) used by BroadvoxGO!, LLC and its affiliate Cypress Communications, LLC (collectively, “Sellers”) in the operation of their cloud services division (the “Acquired Business”). 2.03 Contemporaneously with the completion of the acquisition of the Acquired Assets on December 31, 2013, Fusion, FNAC, FBVX and NBS entered into, and consummated the transactions contemplated by, an Amended and Restated Securities Purchase Agreement and Security Agreement (the Restated Purchase Agreement”) with Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, L.P. (collectively, the “Original Lenders”), Plexus Fund III, L.P., Plexus Fund QP III, L.P. and United Insurance Company of America (collectively, the “New Lenders” and together with the Original Lenders, the “Lenders”). 3.02 On December 31, 2013, the Company issued to a total of 82 accredited investors (the “Investors”), an aggregate of 18,480 shares of its newly designated Series B-2 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B-2 Preferred Stock”) and (b) Warrants (the “Investor Warrants”) to purchase 59,136,000 shares of the Company’s Common Stock (the “Warrant Shares” and together with the Series B-2 Preferred Stock, the “Offering”). 5.03 On December 27, 2013, the Company filed a Certificate of Designations with the Secretary of State of Delaware, amending its Articles of Incorporation by creating, and designating 24,000 shares of previously undesignated preferred stock as, Series B-2 Cumulative Convertible Preferred Stock. | fsnn_8k.htm |