UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 12, 2023
FTE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38322 | 81-0438093 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
641 Lexington Avenue, 14th Floor New York, NY |
10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 800-320-1911
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
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. ☐
| Item 8.01 | Other Events. |
On
March 12, 2023, the board of directors (the “Board”) of FTE Networks, Inc. (the “Company”)
cancelled 4,193,684 shares (“Cancelled Shares”) previously issued to TTP8, LLC (“TTP8”) on
December 13, 2019 (and disclosed in a Current Report on Form 8-K on December 17, 2019) in exchange for the surrender and
cancellation of four promissory notes issued or guaranteed by the Company (the “Promissory Notes”) after recently obtaining
documentary and other evidence that TTP8—despite express representations that it was the holder of the Promissory
Notes—never acquired legal and beneficial right, title and interest to the Promissory Notes. As resolved by the Board,
the Company will take any and all further action under applicable law (see, e.g., Nevada statute NRS 78.211) that it deems necessary
and appropriate to rectify this unlawful share issuance.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FTE NETWORKS, INC. | ||
| (Registrant) | ||
| Date: March 13, 2023 | /s/ Michael P. Beys | |
| Name: | Michael P. Beys | |
| Title: | Interim Chief Executive Officer | |