Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Fusion Connect, Inc. | fsnn_ex991.htm |
| EX-5.1 - OPINION ON LEGALITY - Fusion Connect, Inc. | fsnn_ex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Fusion Connect, Inc. | fsnn_ex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event
reported) January 31,
2018
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718, New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant's
telephone number, including area code:
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(212) 201-2400
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Not Applicable
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(Former name or former address, if changed since last
report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On January 31, 2018, Fusion Telecommunications International, Inc., a
Delaware corporation (“Fusion”), entered into an Underwriting Agreement
(the “Underwriting
Agreement”) with
Craig-Hallum Capital Group LLC, as representative of the several
underwriters named therein (the “Underwriters”), pursuant to which Fusion agreed to sell
(the “Offering”) 11,250,000 shares of Fusion’s
common stock, par value $0.01 per share (the
“Common Stock”) at a price of $3.20 per share.
Fusion also granted the Underwriters a 45-day option to purchase up
to 1,687,500 additional shares of Common Stock to cover
over-allotments, if any (the "Over-Allotment Option").
Fusion
expects to realize gross proceeds from the Offering of
approximately $36,000,000 (excluding exercise of the Over-Allotment
Option) before deducting underwriting discounts and other offering
expenses.
The offer and sale of the Common Stock is
registered under the Securities Act of 1933, as amended, pursuant
to Fusion’s registration statement on Form S-3 (Registration
No. 333-222127) that was declared effective by the Securities and
Exchange Commission (the “Commission”) on January 17, 2018, and is being made
pursuant to a prospectus supplement dated January 31, 2018. The
Offering is expected to close on or about February 5, 2018, subject
to the satisfaction of customary closing
conditions.
The
Underwriting Agreement provides that Fusion will indemnify the
Underwriters against certain liabilities under the Securities Act
of 1933, as amended, or to reimburse the Underwriters for payments
that the Underwriters may be required to make because of such
liabilities. The Company has agreed to be responsible for its
expenses in connection with the Offering and to reimburse the
Underwriters for up to $100,000 of their expenses. The Underwriting
Agreement contains representations and warranties and covenants
relating to the Offering.
The
foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, a copy of which is filed hereto as
Exhibit 1.1, and which is incorporated by reference herein in its
entirety. Fusion is filing the opinion of its counsel, Kelley Drye
& Warren LLP, relating to the legality of the issuance and sale
of the shares of Common Stock, as Exhibit 5.1 hereto, which is
incorporated by reference herein and into the registration
statement.
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Item
8.01
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Other Events
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On
February 1, 2018, Fusion issued a press release announcing the
pricing of the Offering. A copy of a press release is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
The
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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Item
9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Underwriting
Agreement dated January 31, 2018 between Fusion Telecommunications
International, Inc. and the several underwriters party
thereto
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Opinion of
Kelley Drye & Warren LLP with respect to the legality of the
securities
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Consent of
Kelley Drye & Warren LLP (included in Exhibit
5.1)
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Press Release dated February 1, 2018
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned thereunto duly
authorized.
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FUSION TELECOMMUNICATIONS
INTERNATIONAL, INC.
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By: /s/ James P. Prenetta,
Jr.
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James P. Prenetta, Jr.
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February 1, 2018
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EVP and General Counsel
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