On February 27, 2018, InterCloud Systems, Inc. (the “Company”) completed its previously announced sale of all of the issued and outstanding capital stock and membership interests of ADEX Corp., ADEX Puerto Rico, LLC and ADEXCOMM (collectively, “ADEX”). Spectrum Global Solutions, Inc., a Nevada corporation (“Spectrum”), purchased ADEX for consideration that included the payment of $3,000,000 in cash, of which $2,500,000 was paid at closing and $500,000 was to be retained by Spectrum for ninety days in order to satisfy any outstanding liabilities of ADEX incurred prior to the closing date, and the issuance to the Company of a convertible promissory note with a term of thirteen months in the aggregate principal amount of $2,000,000 (the “Transaction”).
Additional information regarding the Transaction is provided in the Current Report on Form 8-K filed by the Company on February 12, 2018, which is incorporated by reference into this Item 2.01.
In connection with the Transaction, we executed a Consent, dated as of February 20, 2018 (the “Consent”), with the Holder and Concord (each as defined in the consent, and collectively, the “Holders”), in order to, among other things, (i) obtain the Holders’ consent to the Transaction and have them release any and all liens granted to them over the assets of ADEX; (ii) agree that absent an event of default, the Holders will not deliver a Holder Redemption Notice (as defined in the Consent) to the Company until the date that is sixty days following the date of the Consent; (iii) agree that after such 60 day period, no monthly Holder redemption amount shall exceed $125,000; and (iv) apply $1,900,000 of the purchase price received in connection with the Transaction to payments to the Holders, as more particularly set forth in the Consent.
A copy of the Consent is attached hereto as Exhibit 10.1 and incorporated herein by reference in its entirety.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 22, 2018, the Company filed a Certificate of Amendment of its Certificate of Incorporation (the “Certificate of Amendment”) to effect a one-for-one hundred reverse split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share. The common stock commenced trading on a split-adjusted basis as of the opening of trading on Friday, February 23, 2018. The common stock will continue to trade under the ticker symbol “ICLD”, although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days following the reverse split.
The Company’s stockholders, by written consent dated December 5, 2017, had previously authorized the Company’s Board of Directors to effect a reverse stock split of the Company’s issued and outstanding shares of common stock within a range of ratios, including one-for-one hundred, at any time within one (1) year following the date of such written consent, as determined by the Board. The Company filed a Definitive Information Statement pursuant to Section 14(C) of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission on December 19, 2017 regarding such written consent.
Following the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split. Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.
There will be no change to the number of authorized shares of common stock of the Company as a result of the reverse stock split. No fractional shares shall be issued in connection with the reverse split; all shares of common stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated, with any fractions resulting from the reverse split computation being rounded up to the next whole share.
The Company’s transfer agent is Corporate Stock Transfer, Inc. The new CUSIP number for the post-reverse common stock will be 458488 400.
