InterCloud Systems Inc. (ICLD)

[Hou-trader]

ICLD went silent after the merger with wavetech global didn't work out, I think it was in 2019! Seems like some ties with SGSI might still be in play. ICLD is sub penny. Is it worth the gamble lol? SGSI is merging with a new company and uplisting to nasdaq



Robin Good posted this in 2019.

Saturday, 01/12/19 12:04:17 PM
Re: EmptyBones post# 57748 0
Post #
57866
of 61094
From what I see, ICLD owns $2,620,000 in notes of stock symbol, SGSI, which is trading at .17 called Spectrum Global Solutions Inc. and $3,980,000 in cash since 02/27/18. So now SGSI owns many of the assets that were in ICLD. And we ICLD shareholders own $2,620,000 in convertible notes in SGSI. Looks to me like ICLD is cleaning up its books for the merger with this new German company, Wavetech according to the Dec. 21st, 2018 pr which someone reported here has ~ $17 million in assets and incredible new technology to extend the life of batteries. So not only did ICLD get $3,980,000 cash in these two recent deals it also got $2,620,000 in convertibles notes of SGSI. So ICLD shareholders are getting into this groundbreaking company Wavetech and will also still own the technology its selling through SGSI. Looks to me that ICLD is moving its assets into a new stock symbol SGSI while rewarding ICLD shareholders who get to keep a stake in the technology they are selling. Its all in the 8K's that ICLD and SGSI have released to the public....

Here the two deals announced and reported in SEC Form 8k's ....
1) Another interesting 8K from Feb 27th, 2018, ICLD sold off another unit it owned called APEX to the same company, Spectrum Global Corp. symbol SGSI , in that transaction ICLD received $3 million in cash and a $2 million dollar note. Just putting the pieces of the puzzle together.

Link: https://www.otcmarkets.com/filing/html?id=12584601&guid=tgf8U6_tBeQKAth

Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.

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”).

2) About yesterday's 8K from ICLD , in it you will notice that ICLD sold its TNS, Inc division to Spectrum Global Solutions Inc and ICLD received for that sale, $980k in cash and $620k in convertible notes of Spectrum Global Solutions, Inc, stock symbol SGSI trading around .17 a share right now. Notice that not only did ICLD file an 8K about this sale but SGSI filed an 8K about the same sale also. In penny land you always double and triple check your info. The fact that both companies put out an 8K on the sale is a very positive sign imo. This proves we know who the players are in this deal. That Spectrum Global Solutions is the company trading under the symbol SGSI.

Link to OTC Markets website for ICLD....
https://www.otcmarkets.com/stock/ICLD/overview
Link to yesterdays 8K from ICLD....
https://www.otcmarkets.com/filing/html?id=13150645&guid=pNf8UK9-QP6j7th
Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 4, 2019, the InterCloud Systems, Inc. (“InterCloud” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Spectrum Global Solutions, Inc. (“Spectrum” ). Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and Spectrum agreed to purchase, all the issued and outstanding capital stock of TNS, Inc., an Illinois corporation (“TNS”). The purchase price that Spectrum paid for TNS includes $980,000 in cash, paid at closing, and the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $620,000 (the “Note”).

The interest on the outstanding principal due under the Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud’s election, into shares of common stock of Spectrum at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. The Note includes customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become immediately due and payable and Spectrum will be required to make certain additional payments to InterCloud.

The foregoing summaries of the terms of the Note and the Purchase Agreement are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits, which are incorporated by reference herein.

Spectrum Global Solutions Inc., stock symbol: SGSI
Link to OTC Markets profile for SGSI....
https://www.otcmarkets.com/stock/SGSI/disclosure
Link to SGSI's 8K from yesterday....
https://www.otcmarkets.com/filing/html?id=13150413&guid=9Df8UWaAZZRSsthTNS Stock Purchase Agreement

On January 4, 2019, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with InterCloud Systems, Inc., a Delaware corporation (“InterCloud”). Pursuant to the terms of the Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase, all of the issued and outstanding capital stock of TNS, Inc., an Illinois corporation (“TNS”). The purchase price paid by the Company for TNS includes $980,000 in cash, paid at closing, and the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $620,000 (the “Note”).

The interest on the outstanding principal due under the Note accrues at a rate of 6% per annum. All principal and accrued interest under the Note is due January 30, 2020, and is convertible, at any time at InterCloud’s election, into shares of common stock of the Company at a conversion price equal to the greater of 75% of the lowest volume-weighted average price during the 10 trading days immediately preceding the date of conversion and $0.10. The Note includes customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become immediately due and payable and the Company will be required to make certain additional payments to InterCloud.

The foregoing summaries of the terms of the Note, the Financing Agreement, and the Purchase Agreement are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits 4.1, 10.1, and 10.2, respectively, which are incorporated by reference herein.