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| CIK | 1071411 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fusion Telecommunications International, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| January 14, 2020 |
FSNN / Fusion Telecommunications International, Inc. 15-12G - - 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32421 FUSION CONNECT, INC. (Exact name of registrant as specified in its |
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| January 14, 2020 |
Other Events, Financial Statements and Exhibits 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): January 14, 2020 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 14, 2020 |
Exhibit 99.1 Fusion Successfully Completes Financial Restructuring Company Emerges from Chapter 11 with a Significantly Enhanced Capital Structure ATLANTA, Jan. 14, 2020 /PRNewswire/ - Fusion, a leading provider of integrated technology solutions, today announced that the Company, along with each of its U.S. subsidiaries, has emerged from Chapter 11 bankruptcy protection, successfully completing i |
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| January 8, 2020 |
[Remainder of page left intentionally blank] Exhibit 99.1 This AMENDMENT No. 13 (this “Amendment”), dated as of January 7, 2020, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the Borrower party hereto, each a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Guarantor Su |
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| January 8, 2020 |
Financial Statements and Exhibits, Other Events 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): January 7, 2020 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 3, 2020 |
FSNN / Fusion Telecommunications International, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. |
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| January 3, 2020 |
FSNN / Fusion Telecommunications International, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. |
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| January 3, 2020 |
FSNN / Fusion Telecommunications International, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. |
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| January 3, 2020 |
FSNN / Fusion Telecommunications International, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. |
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| December 27, 2019 |
EX-2.1 2 fsnnex21.htm ORDER OF THE BANKRUPTCY COURT Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : - X ORDER (I) CONFIRMING THIRD AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC. AND ITS SUBSIDIARY DEBTORS AND (II) GRANTING RELATED RELIEF Upon the |
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| December 27, 2019 |
UNITED STATES BANKRUPTCY COURT Exhibit 99.1 UNITED STATES BANKRUPTCY COURT Southern District of New York In re: Fusion Connect, Inc. et al. Case No. 19-11811 (SMB) (Jointly Administered) Debtors Judge: Hon. Stuart M. Bernstein For the Period from: November 1, 2019 to November 30, 2019 Federal Tax I.D. # 58-2342021 DEBTORS' MONTHLY OPERATING REPORT SUMMARY REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affida |
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| December 27, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 27, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 23, 2019 |
FSNN / Fusion Telecommunications International, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on December 23, 2019 Registration No. |
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| December 16, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-220847 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 210 Interstate North Parkway, Suite |
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| December 4, 2019 |
[Remainder of page left intentionally blank] Exhibit 99.1 This AMENDMENT No. 12 and WAIVER (this “Amendment and Waiver”), dated as of December 3, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 12 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the Borrower party hereto, each a debtor and debtor-in-possession under Chapter 11 of the Bankruptc |
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| December 4, 2019 |
Financial Statements and Exhibits, Other Events 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): December 3, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 22, 2019 |
UNITED STATES BANKRUPTCY COURT Southern District of New York Exhibit 99.1 UNITED STATES BANKRUPTCY COURT Southern District of New York In re: Fusion Connect, Inc. et al. Case No. 19-11811 (SMB) (Jointly Administered) Debtors Judge: Hon. Stuart M. Bernstein For the Period from: October 1, 2019 to October 31, 2019 Federal Tax I.D. # 58-2342021 DEBTORS' MONTHLY OPERATING REPORT SUMMARY REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavi |
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| November 22, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 20, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 18, 2019 |
FSNN / Fusion Telecommunications International, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2019 |
NINTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.2 NINTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This NINTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of November 5, 2019 (this “Amendment”), is made and entered into by and among: (i) Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (each, a “Company Party” and collectively, including Fusion, the “Company Parties”); and (ii) the undersigned |
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| November 12, 2019 |
Financial Statements and Exhibits, Regulation FD Disclosure, Other Events 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): November 5, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 12, 2019 |
[Fusion - Signature Page to Amendment No. 11] EX-99.3 4 fsnnex993.htm AMENDMENT NO. 11 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 99.3 This AMENDMENT No. 11 (this “Amendment”), dated as of November 6, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the |
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| November 12, 2019 |
THIRD AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC., AND ITS SUBSIDIARY DEBTORS Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : - X THIRD AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC., AND ITS SUBSIDIARY DEBTORS WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer Sunny Singh Gaby Smith 767 Fifth Avenue New York, New York 10153 Tele |
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| October 30, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 28, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 30, 2019 |
EX-99.1 2 fsnnexh991.htm PLAN SUPPLEMENT Exhibit 99.1 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Gary T. Holtzer Sunny Singh Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Deb |
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| October 25, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 21, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 25, 2019 |
UNITED STATES BANKRUPTCY COURT UNITED STATES BANKRUPTCY COURT Southern District of New York In re: Fusion Connect, Inc. |
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| October 11, 2019 |
SECOND AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC., AND ITS SUBSIDIARY DEBTORS Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : - X SECOND AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC., AND ITS SUBSIDIARY DEBTORS WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer Sunny Singh Gaby Smith 767 Fifth Avenue New York, New York 10153 Tel |
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| October 11, 2019 |
EX-99.2 4 fsnnex992.htm SECOND AMENDED DISCLOSURE STATEMENT FOR AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : - X AMENDED DISCLOSURE STATEMENT FOR SECOND AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, |
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| October 11, 2019 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 8th day of October, 2019 (the “Execution Date”) and shall automatically become effective when it has been approved by the United States Bankruptcy Court for the Southern District of New York (the “Effective Date”), by and between Fusion Connect, Inc., a Delaware corporation (the “Fusion”), |
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| October 11, 2019 |
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): October 7, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 7, 2019 |
[Remainder of page left intentionally blank] Exhibit 99.4 This AMENDMENT No. 10 (this “Amendment”), dated as of October 4, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the Borrower party hereto, each a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Guarantor Su |
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| October 7, 2019 |
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): October 4, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 7, 2019 |
EX-10.1 2 fsnnex101.htm RESIGNATION LETTER Exhibit 10.1 RESIGNATION LETTER October 7, 2019 Dear Mr. Rosen: Fusion Connect, Inc. (“Fusion”) hereby acknowledges and accepts your resignation from your position as Chief Executive Officer of Fusion and from any and all officer and director positions at any of Fusion’s subsidiaries (collectively with Fusion, the “Company”), effective as of October 7, 20 |
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| October 7, 2019 |
Exhibit 99.1 Fusion Announces Leadership Transition Kevin Brand Appointed Interim Chief Executive Officer and Promoted to President and Chief Operating Officer ATLANTA, GA – October 7, 2019 - Fusion (OTC-MKTS: FSNNQ), a leading provider of cloud services, today announced that the company’s Board of Directors has appointed Kevin Brand, most recently Fusion’s Senior Vice President – Customer Experie |
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| October 7, 2019 |
EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.2 EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of October 4, 2019 (this “Amendment”), is made and entered into by and among: (i) Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (each, a “Company Party” and collectively, including Fusion, the “Company Parties”); and (ii) the undersigne |
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| October 7, 2019 |
Exhibit 10.2 RESIGNATION LETTER Effective as of October 7, 2019 at 11:59 p.m., I, Russell P. Markman, resign from my position as President and Chief Operating Officer of Fusion Connect, Inc. (“Fusion”) and each of its subsidiaries (collectively, the “Company”). This resignation letter will not affect my employment status with the Company, which will continue until my employment is formally termina |
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| September 25, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 20, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 25, 2019 |
UNITED STATES BANKRUPTCY COURT Southern District of New York Exhibit 99.1 UNITED STATES BANKRUPTCY COURT Southern District of New York In re: Fusion Connect, Inc. et al. Case No. 19-11811 (SMB) (Jointly Administered) Debtors Judge: Hon. Stuart M. Bernstein For the Period from: August 1, 2019 to August 31, 2019 Federal Tax I.D. # 58-2342021 DEBTORS' MONTHLY OPERATING REPORT SUMMARY REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit/ |
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| September 9, 2019 |
SEVENTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.1 SEVENTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This SEVENTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of September 6, 2019 (this “Amendment”), is made and entered into by and among: (i) Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (each, a “Company Party” and collectively, including Fusion, the “Company Parties”); and (ii) the unders |
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| September 9, 2019 |
Other Events, Financial Statements and Exhibits 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): September 6, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 9, 2019 |
[Remainder of page left intentionally blank] EX-99.2 3 fsnnex992.htm AMENDMENT NO. 9 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 99.2 This AMENDMENT No. 9 (this “Amendment”), dated as of September 6, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the B |
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| September 6, 2019 |
AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC., AND ITS SUBSIDIARY DEBTORS Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : - X AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC., AND ITS SUBSIDIARY DEBTORS WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer Sunny Singh Gaby Smith 767 Fifth Avenue New York, New York 10153 Telephone: |
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| September 6, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 3, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 6, 2019 |
Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : X AMENDED DISCLOSURE STATEMENT FOR AMENDED JOINT CHAPTER 11 PLAN OF FUSION CONNECT, INC. AND ITS SUBSIDIARY DEBTORS WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer Sunny Singh Gaby Smith 767 Fifth Avenue New Yor |
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| August 27, 2019 |
NOTICE OF ELECTION TO PURSUE REORGANIZATION TRANSACTION AND TERMINATION OF U.S. SALE PROCESS Exhibit 99.1 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Gary T. Holtzer Sunny Singh Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - X : In re : Chapter 11 : FUSION CONNECT, INC., et al., : Case No. 19-11811 (SMB) : Debtors.1 : (Jointly Administered) : - X NOT |
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| August 27, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): August 22, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 27, 2019 |
[Fusion - Signature Page to Amendment No. 8] Exhibit 99.2 This AMENDMENT No. 8 and WAIVER (this “Amendment and Waiver”), dated as of August 22, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the Borrower party hereto, each a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy |
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| August 23, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 20, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 23, 2019 |
EX-99.1 2 fsnnex991.htm MONTHLY OPERATING REPORT Exhibit 99.1 |
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| August 13, 2019 |
SIXTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT EX-99.1 2 fsnnex991.htm SIXTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.1 SIXTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This SIXTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of August 12, 2019 (this “Amendment”), is made and entered into by and among: (i) Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (each, a “Company Party” and collec |
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| August 13, 2019 |
Other Events, Financial Statements and Exhibits 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): August 8, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 13, 2019 |
[Fusion - Signature Page to Amendment No. 7] EX-99.2 3 fsnnex992.htm AMENDMENT NO. 7 AND WAIVER TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 99.2 This AMENDMENT No. 7 and WAIVER (this “Amendment and Waiver”), dated as of August 8, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), |
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| August 9, 2019 |
FSNN / Fusion Telecommunications International, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 30, 2019 |
FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT EX-99.1 2 fsnnex991.htm FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.1 FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of July 26, 2019 (this “Amendment”), is made and entered into by and among: (i) Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (each, a “Company Party” and collecti |
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| July 30, 2019 |
[Fusion - Signature Page to Amendment No. 6] EX-99.2 3 fsnnex992.htm AMENDMENT NO. 6 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 99.2 This AMENDMENT No. 6 (this “Amendment”), dated as of July 26, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the Borro |
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| July 30, 2019 |
Other Events, Financial Statements and Exhibits 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): July 26, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 25, 2019 |
UNITED STATES BANKRUPTCY COURT UNITED STATES BANKRUPTCY COURT Southern District of New York In re: Fusion Connect, Inc. |
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| July 25, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 22, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 23, 2019 |
Other Events, Financial Statements and Exhibits 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): July 19, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 23, 2019 |
Exhibit 99.1 |
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| July 23, 2019 |
EX-99.2 3 fsnnex992.htm AMENDMENT NO. 5 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT, DATED AS OF JULY 19, 2019 Exhibit 99.2 |
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| July 18, 2019 |
Exhibit 10.1 |
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| July 18, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 17, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 9, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 3, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 9, 2019 |
EX-10.1 2 fsnnex101.htm WAIVER TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 10.1 |
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| July 3, 2019 |
FSNN / Fusion Telecommunications International, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING N- OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 2, 2019 |
EX-99.5 6 fsnnex995.htm SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.5 |
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| July 2, 2019 |
Exhibit 99.8 |
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| July 2, 2019 |
Exhibit 99.2 |
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| July 2, 2019 |
EX-99.9 10 fsnnex999.htm AMENDMENT NO. 3 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 99.9 |
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| July 2, 2019 |
Exhibit 99.1 |
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| July 2, 2019 |
EX-99.4 5 fsnnex994.htm FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.4 |
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| July 2, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): July 1, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32421 58-2342021 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 2, 2019 |
EX-99.3 4 fsnnex993.htm RISK FACTORS Exhibit 99.3 An investment in Fusion’s (as defined below) securities involves a high degree of risk. You should carefully consider the risk factors described below in evaluating the Company’s (as defined below) future prospects. In particular, keep these risk factors in mind when you read “forward-looking” statements in the Company’s various reports filed with |
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| July 2, 2019 |
EX-99.7 8 fsnnex997.htm AMENDMENT NO. 1 TO SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT Exhibit 99.7 |
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| July 2, 2019 |
EX-99.6 7 fsnnex996.htm THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT Exhibit 99.6 |
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| June 10, 2019 |
Exhibit 10.1 SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT dated as of June 7, 2019, among FUSION CONNECT, INC., a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Borrower, CERTAIN SUBSIDIARIES OF FUSION CONNECT, INC., each, a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Guarantor Subsidiaries, THE LENDERS PARTY |
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| June 10, 2019 |
8-K 1 fsnn8k.htm FORM 8-K 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): June 7, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction of incor |
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| June 3, 2019 |
8-K 1 fsnn8k.htm CURRENT REPORT 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): May 28, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction of |
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| June 3, 2019 |
EX-99.1 3 fsnnex991.htm PRESS RELEASE DATED JUNE 3, 2019 Exhibit 99.1 Fusion Takes Action to Enhance Capital Structure and Deleverage with Support of Secured Lenders Enters into Restructuring Support Agreement and Files Voluntary Chapter 11 Petitions Secures $59.5 Million in Financing NEW YORK, June 3, 2019 /PRNewswire/ - Fusion (OTC-MKTS:FSNN), a leading provider of cloud services, announced toda |
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| June 3, 2019 |
RESTRUCTURING SUPPORT AGREEMENT EX-10.1 2 fsnnex101.htm RESTRUCTURING SUPPORT AGREEMENT Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of June 3, 2019, is entered into by and among: (i) Fusion Connect, Inc. (“Fusion”) and its direct and indirect U.S. subsidiaries (each, a “Company Party” and collectively, including Fusion, the “Company Parties”); a |
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| May 28, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 28, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction of incorporation) (Commission File |
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| May 28, 2019 |
EX-10.1 2 fsnnex10-1.htm INCREMENTAL AMENDMENT AND AMENDMENT NO. 1, DATED AS OF MAY 28, 2019, AMONG THE COMPANY, CERTAIN SUBSIDIARIES OF THE COMPANY, THE REQUISITE LENDERS, WILMINGTON AND CREDIT SUISSE LOAN FUNDING LLC Exhibit 10.1 |
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| May 20, 2019 |
Entry into a Material Definitive Agreement 8-K 1 fsnn8k.htm CURRENT REPORT 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): May 17, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction of |
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| May 14, 2019 |
8-K 1 fsnn8k.htm CURRENT REPORT 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): May 10, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction of |
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| May 14, 2019 |
WAIVER AND STOCKHOLDERS’ AGREEMENT FUSION CONNECT, INC. EX-10.1 2 fsnnex101.htm WAIVER AND CONSENT OF THE STOCKHOLDERS AGREEMENT Exhibit 10.1 WAIVER AND CONSENT OF STOCKHOLDERS’ AGREEMENT OF FUSION CONNECT, INC. This Waiver and Consent (this “Waiver and Consent”) is entered into as of May 10, 2019, by and among Fusion Connect, Inc., a Delaware corporation (the “Company”), BCHI Holdings, Inc., a Georgia limited liability company (“BCHI Holdings”), Matth |
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| May 10, 2019 |
EXHIBIT 10.5 Execution Version SUPER SENIOR INTERCREDITOR AGREEMENT dated as of May 9, 2019, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as Super Senior Representative, WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Representative, EACH ADDITIONAL SUPER SENIOR OBLIGATIONS REPRESENTATIVE and EACH ADDITIONAL FIRST LIEN OBLIGATIONS REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS |
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| May 10, 2019 |
FIRST LIEN FORBEARANCE AGREEMENT Exhibit 10.3 This AMENDMENT No. 3 (this “Amendment”), dated as of May 9, 2019, by and among Fusion Connect, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties, the Canadian Subsidiaries and the Forbearing Lenders. RECITALS WHEREAS, reference is made to that certain Forbearance Agreement, dated as of April 15, 2019 (the “Agreement” and, as amended by this Amendment and those ce |
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| May 10, 2019 |
[Remainder of page left intentionally blank] Exhibit 10.2 EXECUTION VERSION This AMENDMENT No. 1 (this “Amendment”), dated as of May 9, 2019, by and among FUSION CONNECT, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantor Subsidiaries, the LENDERS party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Administrative Agent. RECITALS WHEREAS, reference is mad |
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| May 10, 2019 |
EXHIBIT 10.4 EXECUTION VERSION SUPER SENIOR PLEDGE AND SECURITY AGREEMENT dated as of May 9, 2019, among FUSION CONNECT, INC., THE OTHER GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent Table of Contents Page ARTICLE I DEFINITIONS DEFINITIONS Section 1.01. Credit Agreement and UCC 1 Section 1.02. Other Defined Terms 1 Article II ARTICLE II PLEDGE OF SECURITIES |
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| May 10, 2019 |
EX-99.1 8 fsnnex991.htm ADDITIONAL EXHIBITS Exhibit 99.1 Fusion Secures $15MM Bridge Financing as it Continues to Review Strategic Options to Enhance Capital Structure NEW YORK, May 10, 2019 - Fusion (OTC-MKTC:FSNN), a leading provider of cloud services, announced today that it has entered into a bridge facility agreement (the "Agreement") with certain of its first lien lenders (together, the “Ad |
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| May 10, 2019 |
JOINDER AGREEMENT (Additional First Lien Obligations) EXHIBIT 10.6 EXECUTION VERSION JOINDER AGREEMENT (Additional First Lien Obligations) This JOINDER AGREEMENT (this “Joinder”), dated as of May 9, 2019, is among WILMINGTON TRUST, NATIONAL ASSOCIATION, as an Additional First Lien Obligations Representative (in such capacity, the “Super Senior Representative”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Representative, WILMINGTON TRUST, NA |
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| May 10, 2019 |
EX-10.1 2 fsnnex10-1.htm MATERIAL CONTRACTS EXHIBIT 10.1 EXECUTION VERSION SUPER SENIOR SECURED CREDIT AGREEMENT dated as of May 9, 2019, among FUSION CONNECT, INC., as Borrower, CERTAIN SUBSIDIARIES OF FUSION CONNECT, INC., as Guarantor Subsidiaries, THE LENDERS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent $15,000,000 Super Senior Secured T |
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| May 10, 2019 |
8-K 1 fsnn8k.htm FORM 8-K 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): May 9, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction of incorp |
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| May 6, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 fsnn8k.htm CURRENT REPORT 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): May [6], 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction o |
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| May 6, 2019 |
Fusion Announces Further Extension of Forbearance Agreement Period Exhibit 99.1 Fusion Announces Further Extension of Forbearance Agreement Period NEW YORK, NY – May 6, 2019 – Fusion (OTC-MKTS-FSNN) (the "Company"), a leading provider of cloud services, announced today that lenders holding in excess of 70% of the Company’s first lien term loans, and 100% of the Company’s revolving lenders, have agreed to further extend the forbearance period under the previously |
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| April 29, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 fsnn8k.htm CURRENT REPORT 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): April 29, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction |
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| April 29, 2019 |
Fusion Announces Extension of Forbearance Agreement Period Exhibit 99.1 Fusion Announces Extension of Forbearance Agreement Period NEW YORK, NY – April 29, 2019 – Fusion (OTC-MKTS-FSNN), a leading provider of cloud services, announced today that lenders holding in excess of 70% of the Company’s first lien term loans, and 100% of the Company’s revolving lenders, have agreed to extend the forbearance period under the previously executed forbearance agreemen |
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| April 19, 2019 |
Fusion Receives Nasdaq Delisting Notice Exhibit 99.1 Fusion Receives Nasdaq Delisting Notice NEW YORK, April 19, 2019 - Fusion (Nasdaq: FSNN), a leading provider of cloud services, today announced that it received a letter from the Listing Qualifications Department of The Nasdaq Stock Market on April 16, 2019 informing the Company that it has not paid certain fees required by Listing Rule 5250(f). Nasdaq has indicated that the non-payme |
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| April 19, 2019 |
8-K 1 fsnn8k.htm CURRENT REPORT 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): April 16, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction |
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| April 15, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 fsnn8k.htm CURRENT REPORT 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): April 15, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction |
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| April 15, 2019 |
FIRST LIEN FORBEARANCE AGREEMENT EXECUTION VERSION FIRST LIEN FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT, dated as of April 15, 2019 (this “Agreement”), is entered into by and among Fusion Connect, Inc. |
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| April 10, 2019 |
Financial Statements and Exhibits 8-K 1 fsnn8k.htm CURRENT REPORT 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) April 4, 2019 FUSION CONNECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-32421 58-2342021 (State or other jurisdiction of in |
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| April 10, 2019 |
Exhibit 99.1 Fusion Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K NEW YORK, NY – April 10, 2019 – Fusion (Nasdaq: FSNN) received, on April 4, 2019, a standard notice from Nasdaq stating that, as a result of not having timely filed its annual report on Form 10-K for the year ended December 31, 2018, Fusion is not in compliance with Nasdaq Li |
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| April 2, 2019 |
8-K 1 fsnn8k.htm CURRENT REPORT 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): April 1, 2019 Fusion Connect, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 32421 58-2342021 (State or other jurisdiction o |
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| April 2, 2019 |
FSNN / Fusion Telecommunications International, Inc. NT 10-K/A OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2019 |
FSNN / Fusion Telecommunications International, Inc. NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2019 |
FSNN / Fusion Telecommunications International, Inc. PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 8, 2019 |
Financial Statements and Exhibits 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) February 4, 2019 FUSION CONNECT, INC. |
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| February 8, 2019 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2019, is by and between Lingo Management, LLC, a Georgia limited liability company (“Buyer”), and Fusion Cloud Services, LLC (f/k/a Birch Communications, LLC), a Georgia limited liability company (“Seller”). Capitalized terms used herein have the meanings set forth in Section 1.1. RECITA |
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| November 13, 2018 |
Exhibit 10.1 |
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| November 13, 2018 |
EX-10.3 4 fsnnex103.htm SEPARATION AGREEMENT Exhibit 10.3 SEPARATION AGREEMENT THIS AGREEMENT (this “Agreement”), is made and entered into as of November 8, 2018 (the “Effective Date”), by and between Fusion LLC (formerly known as Network Billing Systems, LLC (the “Company”) and Gordon Hutchins, Jr. (“Executive”). WHEREAS, the Company and Executive desire to enter into a separation agreement, whic |
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| November 13, 2018 |
CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is made and entered into as of November [ ● ], 2018, by and between [ ● ] (“Employee”) and Fusion Connect, Inc. |
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| November 13, 2018 |
EX-10.5 6 fsnnex105.htm EMPLOYMENT AGREEMENT Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 7th day of November, 2018 with an effective date as of the 6th day of November, 2018 (the “Effective Date”), by and between Fusion Connect, Inc., a Delaware corporation (hereinafter called the “Company”), and Matthew D. Rosen (hereinafter called |
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| November 13, 2018 |
FSNN / Fusion Telecommunications International, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32421 FUSION C |
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| November 13, 2018 |
EX-10.2 3 fsnnex102.htm OFFICE LEASE Exhibit 10.2 |
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| November 9, 2018 |
FSNN / Fusion Telecommunications International, Inc. / Rosen Marvin S - SC 13D/A Activist Investment SC 13D/A 1 fssnsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* FUSION CONNECT, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36116X102 (CUSIP Number) Marvin S. Rosen c/o Fusion Connect, Inc. 420 Lexington Avenue, Suite 1718 New York, |
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| August 14, 2018 |
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) August 13, 2018 FUSION CONNECT, INC. |
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| August 14, 2018 |
AMENDMENT NO. 2 TO THE FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. 2016 EQUITY INCENTIVE PLAN Exhibit 10.1 AMENDMENT NO. 2 TO THE FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. 2016 EQUITY INCENTIVE PLAN THIS AMENDMENT NO. 2 (the “Amendment”) to the Fusion Telecommunications International, Inc. 2016 Equity Incentive Plan (the “Plan”), is hereby adopted, effective as of July 12, 2018, by the Board of Directors (“Board”) of Fusion Connect, Inc. (f/k/a Fusion Telecommunications International, |
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| August 14, 2018 |
[Signature Page to Indemnification Agreement] Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of the day of May, 2018 (this “Agreement”) and is by and between Fusion Connect, Inc., a Delaware corporation (the “Company”), and [Name of Director/Executive Officer] (the “Indemnitee”). WHEREAS, in order to induce Indemnitee to serve as a [director/executive officer] of the Company, the Company wishes to pr |
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| August 14, 2018 |
FSNN / Fusion Telecommunications International, Inc. QUARTRLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32421 FUSION CONNEC |
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| August 10, 2018 |
FUSION CONNECT, INC. 1,523,812 shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-226264 PROSPECTUS FUSION CONNECT, INC. 1,523,812 shares of Common Stock This prospectus covers the resale of a total of 1,523,812 shares of issued and outstanding common stock of Fusion Connect, Inc., par value $0.01 per share (the “Common Stock”), which may be offered from time to time by the selling stockholders identified elsewhere in this p |
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| August 7, 2018 |
FSNN / Fusion Telecommunications International, Inc. S-3/A Registration No. 333-226264 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUSION CONNECT, INC. (Exact name of registrant as specified in its charter) Delaware 58-2342021 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 420 Lexington Ave |
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| August 7, 2018 |
FSNN / Fusion Telecommunications International, Inc. CORRESP FUSION CONNECT, INC. 420 Lexington Avenue, Suite 1718 New York, NY 10170 August 7, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Fusion Connect, Inc. Registration Statement on Form S-3 File No. 333-226264 Acceleration Request Dear Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Fusion Connect, Inc |
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| July 20, 2018 |
FSNN / Fusion Telecommunications International, Inc. REGISTRATION STATEMENT Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUSION CONNECT, INC. (Exact name of registrant as specified in its charter) Delaware 58-2342021 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 420 Lexington Avenue, Suite 1718 New York, |
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| July 12, 2018 |
FUSION CONNECT, INC. 12,474,078 shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-225371 PROSPECTUS FUSION CONNECT, INC. 12,474,078 shares of Common Stock This prospectus covers the resale of a total of 12,474,078 shares of issued and outstanding common stock of Fusion Connect, Inc., par value $0.01 per share (the “Common Stock”), which may be offered from time to time by the selling stockholder identified elsewhere in this |
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| July 9, 2018 |
FSNN / Fusion Telecommunications International, Inc. CORRESP FUSION CONNECT, INC. 420 Lexington Avenue, Suite 1718 New York, NY 10170 July 9, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Fusion Connect, Inc. Registration Statement on Form S-3 File No. 333-225371 Acceleration Request Dear Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Fusion Connect, Inc., |
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| July 6, 2018 |
EX-10.1 2 fsnnex101.htm LOCK-UP AGREEMENT Exhibit 10.1 Lock-Up Agreement June 7, 2018 Fusion Connect, Inc. 420 Lexington Avenue, Suite 1718 New York, New York 10170 Attention: General Counsel Ladies and Gentlemen: In connection with Fusion Connect, Inc.’s (“Fusion”) obligations under the terms of that certain Registration Rights Agreement (the “Registration Rights Agreement”) dated May 4, 2018 (th |
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| July 6, 2018 |
FSNN / Fusion Telecommunications International, Inc. AMENDMENT NO. 1 Registration No. 333-225371 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUSION CONNECT, INC. (Exact name of registrant as specified in its charter) Delaware 58-2342021 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 420 Lexington Ave |
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| June 18, 2018 |
Exhibit 99.1 Fusion Completes Acquisition of MegaPath Provides Update on Financial Outlook and Acquisition Integration and Cost Synergy Progress NEW YORK, NY - June 18, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that on June 15, 2018, it closed its previously-announced acquisition of MegaPath Holding Corporation (“MegaPath”). The total purchase price was $7 |
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| June 18, 2018 |
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) June 15, 2018 FUSION CONNECT, INC. |
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| June 14, 2018 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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) June 12, 2018 FUSION CONNECT, INC. |
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| June 14, 2018 |
Exhibit 16.1 McNair, McLemore, Middlebrooks & Co., LLC CERTIFIED PUBLIC ACCOUNTANTS 389 Mulberry Street ● Post Office Box One ● Macon, GA 31202 Telephone (478) 746-6277 ● Facsimile (478) 741-8353 mmmcpa.com RANDOLPH NICHOLS JASON A. PEACOCK WILLIAM H. EPPS, JR. DANIEL W. MILLER RAYMOND A. PIPPIN, JR. WILLIAM R. ROUNTREE W. E. BARFIELD, JR. CHARLES B. HALL HOWARD S. HOLLEMAN H. TERRELL McMICHAEL, J |
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| June 1, 2018 |
FSNN / Fusion Telecommunications International, Inc. REGISTRATION STATEMENT Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUSION CONNECT, INC. (Exact name of registrant as specified in its charter) Delaware 58-2342021 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 420 Lexington Avenue, Suite 1718 New York, |
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| May 25, 2018 |
Exhibit 99.1 BIRCH COMMUNICATIONS HOLDINGS, INC. ATLANTA, GEORGIA CONSOLIDATED FINANCIAL STATEMENTS FOR THE FIRST QUARTER ENDED MARCH 31, 2018 BIRCH COMMUNICATIONS HOLDINGS, INC. TABLE OF CONTENTS Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017 1 Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) for the Three Months Ended Mach 31, |
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| May 25, 2018 |
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.2 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet as of March 31, 2018 and the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2017 and the three months ended March 31, 2018 are derived from the historical consolidated financial stateme |
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| May 25, 2018 |
Other Events, Financial Statements and Exhibits 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) May 25, 2018 FUSION CONNECT, INC. |
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| May 15, 2018 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 6th day of February, 2017 (the “Effective Date”), by and between BIRCH COMMUNICATIONS, INC., a Georgia corporation (“Company”), and Kevin M. Dotts, a resident of the State of Georgia (referred to herein as “You”, “Your”, or “Yours”). RECITALS WHEREAS, the Company and its A |
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| May 15, 2018 |
FSNN / Fusion Telecommunications International, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32421 FUSION CONNE |
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| May 14, 2018 |
EX-99.1 2 fsnnex991.htm STOCKHOLDERS' AGREEMENT Exhibit 99.1 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of May 4, 2018 among Fusion Connect, Inc. , a Delaware corporation (the “Company”), BCHI Holdings, LLC, a Georgia limited liability company (“Holding LLC”), the other Persons set forth on Schedule I hereto (the “Initial FTI Stockholders”) and each |
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| May 14, 2018 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FUSION CONNECT, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36116X102 (CUSIP Number) Holcombe T. Green, Jr. Manager BCHI Holdings, LLC 3060 Peachtree Road, NW, Suite 1065 Atlanta, GA 30305 (404) 926-2211 Copies to: John |
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| May 14, 2018 |
Exhibit 99.2 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities and Exchange Act of 1934, the undersigned agree, in any and all capacities pursuant to which they report, to the joint filing on behalf of each of them of the statement to which this Exhibit is attached, and any amendments thereto, and further agree that th |
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| May 10, 2018 |
EXECUTION VERSION FIRST LIEN PLEDGE AND SECURITY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC. |
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| May 10, 2018 |
BIRCH COMMUNICATIONS HOLDINGS, INC. ATLANTA, GEORGIA CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016 AND REPORT OF INDEPENDENT ACCOUNTANTS BIRCH COMMUNICATIONS HOLDINGS, INC. CONTENTS Consolidated Balance Sheets as of December 31, 2017 and 2016 1 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2017 and 2016 2 Consolidated St |
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| May 10, 2018 |
- Fusion Announces Definitive Agreement to Acquire MegaPath Integrated Cloud Services Provider Adds $70 Million Incremental Annual Revenue, Over 8,000 Business Customers, and Enhanced Sales and Distribution Capabilities NEW YORK, NY - May 10, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that it has signed a definitive agreement to acquire privately-held MegaPath Holding Corporation (“MegaPath”). |
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| May 10, 2018 |
Amended and Restated Bylaws, dated May 4, 2018. EX-3.4 5 restatedbylaws.htm AMENDED AND RESTATED BYLAWS AMENDED AND RESTATED BYLAWS OF FUSION CONNECT, INC. ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Fusion Connect, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other |
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| May 10, 2018 |
Amendment to the Certificate of Incorporation, effective May 4, 2018. CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| May 10, 2018 |
May 4, 2018 PRIVATE & CONFIDENTIAL Fusion Connect, Inc. (f/k/a Fusion Telecommunications International, Inc.) 420 Lexington Avenue, Suite 1718 New York, New York 10170 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of August 26, 2017 (as it may be amended or modified from time to time in the future, the “Merger Agreement”), by and among Fusion Telecommunicati |
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| May 10, 2018 |
PREFERRED STOCK PURCHASE AGREEMENT This Preferred Stock Purchase Agreement (this “Agreement”) is made as of May 4, 2018, by and among FUSION CONNECT, INC. |
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| May 10, 2018 |
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ANNEX A ATTACHED HERETO TO THE SENIOR INDEBTEDNESS (AS DEFINED IN ANNEX A ATTACHED HERETO) OWED BY MAKER (AS DEFINED BELOW) AND THE OTHER CREDIT PARTIES (AS DEFINED IN THE CREDIT AGREEMENTS REFERRED TO BELOW) PURSUANT TO (A) THAT CERTAIN FIRST LIEN CREDIT AND GUARANTY AGREEMENT DATED AS OF MAY 4, 2018 (THE “FIRST LIEN CREDIT AGREEMENT”) AMONG FUSION CONNECT, INC. |
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| May 10, 2018 |
EX-10.14 19 depositaccountcontrolagre.htm DEPOSIT ACCOUNT CONTROL AGREEMENT DEPOSIT ACCOUNT CONTROL AGREEMENT (Blocked Account) This Deposit Account Control Agreement (Blocked Account) (this “Agreement”) is entered into as of May 4, 2018, by Fusion Connect, Inc., a Delaware corporation (“Borrower”), Wilmington Trust, National Association, a national banking association (“First Lien Secured Party”) |
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| May 10, 2018 |
SUBORDINATED NOTE U.S. $25,000,000.00 May 4, 2018 FOR VALUE RECEIVED, the undersigned, VECTOR FUSION HOLDINGS (CAYMAN), LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Maker"), hereby promises to pay, subject to the provisions set forth on Annex A hereto (the "Subordination Provisions"), to the order of FUSION CONNECT, INC., a corporation or |
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| May 10, 2018 |
EX-10.21 26 formofcommonstockpurchase.htm FORM OF STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made as of May 4, 2018, by and among FUSION CONNECT, INC., f/k/a Fusion Telecommunications International, Inc., a Delaware corporation with its principal office at 420 Lexington Avenue, Suite 1718, New York, New York 10170 (the “Compa |
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| May 10, 2018 |
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.5 33 proformafinancialstatements.htm PRO FORMA FINANCIAL INFORMATION SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet as of December 31, 2017 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2016 are derived from the historical consolidated financial s |
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| May 10, 2018 |
EX-10.1 6 megapathmergeragreement.htm AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., FUSION MPHC ACQUISITION CORP., MEGAPATH HOLDING CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE DATED MAY 4, 2018 ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective |
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| May 10, 2018 |
EX-10.4 9 transitionservicesagreeme.htm TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT by and among FUSION CONNECT, INC. (f/k/a Fusion Telecommunications International, Inc. and LINGO MANAGEMENT, LLC dated as of May 4, 2018 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this "Agreement"), dated as of May 4, 2018, is entered into by and between Fusion Connect, Inc. ( |
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| May 10, 2018 |
EX-10.6 11 fusionglobalmembershipint.htm MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and among FUSION TELECOMMUNICATIONS INTERNATIONAL INC. (“Seller”) and XCOMIP LLC (“Purchaser”) and FUSION GLOBAL SERVICES LLC (the “Company”) dated as of May 4, 2018 -1- MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AND SALE |
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| May 10, 2018 |
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) May 4, 2018 FUSION CONNECT, INC. |
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| May 10, 2018 |
EX-3.3 4 designationofseries-d.htm CERTIFICATE OF DESIGNATIONS AND PREFERENCES OF THE SERIES D CUMULATIVE PREFERRED STOCK FUSION CONNECT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CUMULATIVE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law and Article IV of the Amended and Restated Certificate of Incorporation (the “Certificat |
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| May 10, 2018 |
Amended and Restated Certificate of Incorporation, dated May 4, 2018. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| May 10, 2018 |
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of May 4, 2017, by and among Fusion Connect, Inc. |
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| May 10, 2018 |
EX-10.15 20 greennotebircan.htm AMENDED AND RESTATED PROMISSORY THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ANNEX A ATTACHED HERETO TO THE SENIOR INDEBTEDNESS (AS DEFINED IN ANNEX A ATTACHED HERETO) OWED BY MAKER (AS DEFINED BELOW) AND THE OTHER CREDIT PARTIES (AS DEFINED IN THE CREDIT AGREEMENTS REFERRED TO BELOW) PU |
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| May 10, 2018 |
FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC. |
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| May 10, 2018 |
- Fusion Completes Private Placement of Common Stock Led by Morgan Stanley Credit Partners Equity Investment Demonstrates Strong Support of Fusion’s Differentiated Strategy NEW YORK, NY - May 8, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that on May 4, 2018, it closed a private placement (the “Private Placement”) of 1,523,811 shares of its common stock. |
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| May 10, 2018 |
May 4, 2018 PRIVATE & CONFIDENTIAL Fusion Connect, Inc. 420 Lexington Avenue, Suite 1718 New York, New York 10170 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Merger Agreement, dated as of August 25, 2017, as amended (the “Merger Agreement”), by and among the Fusion Connect, Inc. (formerly known as Fusion Telecommunications International, Inc.), a Delaware corporation |
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| May 10, 2018 |
SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC. |
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| May 10, 2018 |
EXECUTION VERSION SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC. |
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| May 10, 2018 |
INTERCREDITOR AGREEMENT dated as of May 4, 2018, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Representative, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Representative, EACH ADDITIONAL FIRST LIEN OBLIGATIONS REPRESENTATIVE and EACH ADDITIONAL SECOND LIEN OBLIGATIONS REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1. |
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| May 10, 2018 |
STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of May 4, 2018 among Fusion Connect, Inc. |
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| May 10, 2018 |
EX-10.5 10 non-solicitationandrofrag.htm NON-SOLICITATION AND RIGHT OF FIRST REFUSAL AGREEMENT NON-SOLICITATION AND RIGHT OF FIRST REFUSAL AGREEMENT This Non-Solicitation and Right of First Refusal Agreement (the “Agreement”), dated as of May 4, 2018 (the “Effective Date”), is made and entered into by and between Fusion Connect, Inc. (f/k/a Fusion Telecommunications International, Inc.), a Delawar |
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| May 10, 2018 |
EX-99.2 30 pressreleasebirchmerger.htm PRESS RELEASE DATED MAY 7, 2018 OF FUSION CONNECT, INC. ANNOUNCING THE CLOSING OF THE BIRCH MERGER Fusion Announces Closing of Birch Acquisition Transaction Financed through New $680 Million Senior Credit Facilities NEW YORK, NY - May 7, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that on May 4, 2018, it closed its prev |
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| May 10, 2018 |
VECTOR CAPITAL One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 May 4, 2018 CONFIDENTIAL Fusion Connect, Inc. |
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| May 10, 2018 |
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ANNEX A ATTACHED HERETO TO THE SENIOR INDEBTEDNESS (AS DEFINED IN ANNEX A ATTACHED HERETO) OWED BY MAKER (AS DEFINED BELOW) AND THE OTHER CREDIT PARTIES (AS DEFINED IN THE CREDIT AGREEMENTS REFERRED TO BELOW) PURSUANT TO (A) THAT CERTAIN FIRST LIEN CREDIT AND GUARANTY AGREEMENT DATED AS OF MAY 4, 2018 (THE “FIRST LIEN CREDIT AGREEMENT”) AMONG FUSION CONNECT, INC. |
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| May 10, 2018 |
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ANNEX A ATTACHED HERETO TO THE SENIOR INDEBTEDNESS (AS DEFINED IN ANNEX A ATTACHED HERETO) OWED BY MAKER (AS DEFINED BELOW) AND THE OTHER CREDIT PARTIES (AS DEFINED IN THE CREDIT AGREEMENTS REFERRED TO BELOW) PURSUANT TO (A) THAT CERTAIN FIRST LIEN CREDIT AND GUARANTY AGREEM |
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| May 8, 2018 |
EX-99.2 3 fsnnex31.htm ADDITIONAL EXHIBITS Exhibit 31 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of common stock of Fusion Connect, Inc. (f/k/a Fusion Telecommunications International, Inc.) is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in ac |
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| May 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* FUSION CONNECT, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36116X102 (CUSIP Number) Marvin S. Rosen c/o Fusion Connect, Inc. 420 Lexington Avenue, Suite 1718 New York, NY 10170 (212) 201-2400 Copies to: |
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| May 8, 2018 |
Exhibit 30 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of May 4, 2018 among Fusion Connect, Inc. |
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| April 30, 2018 |
Exhibit 99.1 CREDIT AGREEMENT dated as of May [], 2018 by and among [BORROWER], as Borrower, VARIOUS LENDERS, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND INTERPRETATION 1 1.1. Definitions. 1 1.2. Accounting Terms. 27 1.3. |
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| April 30, 2018 |
Exhibit 99.2 SUBORDINATED NOTE U.S. $25,000,000.00 May [], 2018 FOR VALUE RECEIVED, the undersigned, [BORROWER], an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Maker"), hereby promises to pay, subject to the provisions set forth on Annex A hereto (the "Subordination Provisions"), to the order of FUSION CONNECT, INC., a corporation organized under |
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| April 30, 2018 |
EIGHTH AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.1 EIGHTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This EIGHTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2018 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger Sub”), and Birch Communications Holdings, Inc |
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| April 30, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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) April 30, 2018 (April 26, 2018) FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| April 30, 2018 |
NINTH AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.2 NINTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This NINTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2018 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger Sub”), and Birch Communications Holdings, Inc., |
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| April 10, 2018 |
Entry into a Material Definitive Agreement 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) April 4, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| April 10, 2018 |
SEVENTH AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.1 SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2018 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger Sub”), and Birch Communications Holdings, In |
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| April 3, 2018 |
FSNN / Fusion Telecommunications International, Inc. SC 14F1 SC 14F1 1 fsnn14f1.htm SC 14F1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-32421 58-2342021 (State or other jurisdiction of incorpor |
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| March 22, 2018 |
Subsidiaries of Fusion Telecommunications International, Inc. – as of March 15, 2018 Exhibit 21.1 Subsidiaries of Fusion Telecommunications International, Inc. – as of March 15, 2018 Fusion Global Services, LLC Fusion NBS Acquisition Corp. Network Billing Systems, LLC Fidelity Telecom, LLC* Apptix, Inc.* Fidelity Access Networks, Inc.* Fidelity Access Networks, LLC* Fidelity Connect, LLC* Fidelity Voice Services, LLC* PingTone Communications, Inc.* Fusion BVX LLC* * On or prior to |
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| March 22, 2018 |
FSNN / Fusion Telecommunications International, Inc. ANNUAL REPORT (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32421 FUSION TELECOMMUNICATIONS INT |
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| March 22, 2018 |
Exhibit 10.55.2 |
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| March 22, 2018 |
Exhibit 10.49.3 |
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| March 12, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) March 12, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| March 12, 2018 |
SIXTH AMENDMENT AGREEMENT AND PLAN OF MERGER EX-10.1 2 fsnnex10-1.htm SIXTH AMENDMENT, DATED AS OF MARCH 12, 2018, TO AGREEMENT AND PLAN OF MERGER Exhibit 10.1 SIXTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SIXTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2018 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisit |
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| February 21, 2018 |
Submission of Matters to a Vote of Security Holders Blueprint 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) February 21, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| February 20, 2018 |
Blueprint 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) February 20, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| February 13, 2018 |
Fusion Announces Proposed $570 Million Senior Term Loan Facilities Blueprint Exhibit 99.2 Fusion Announces Proposed $570 Million Senior Term Loan Facilities NEW YORK, NY - February 13, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that it engaged Goldman Sachs, Morgan Stanley and MUFG as joint lead arrangers and joint bookrunners to arrange senior secured credit facilities (the ?Facilities?) to be entered into in connection w |
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| February 13, 2018 |
Blueprint 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) February 13, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| February 13, 2018 |
Untitled Document Exhibit 99.1 |
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| February 6, 2018 |
Blueprint Exhibit 99.1 Fusion Announces Closing of its Public Offering of Common Stock and Underwriters? Full Exercise of Over-Allotment Option NEW YORK, NY - February 6, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today the closing of its previously announced underwritten public offering of 12,937,500 shares of its common stock, including 1,687,500 shares for whi |
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| February 6, 2018 |
Financial Statements and Exhibits, Other Events Blueprint 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) February 5, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| February 1, 2018 |
11,250,000 Shares Common Stock Blueprint Filed Pursuant to Rule 424(b)(5) Registration No. 333-222127 PROSPECTUS SUPPLEMENT (To Prospectus dated January 17, 2018) 11,250,000 Shares Common Stock We are offering 11,250,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasdaq Capital Market and trades under the symbol ?FSNN.? On January 31, 2018 |
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| February 1, 2018 |
Fusion Announces Pricing of its Upsized Public Offering of Common Stock Blueprint Exhibit 99.1 Fusion Announces Pricing of its Upsized Public Offering of Common Stock NEW YORK, NY - Feb. 1, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today the pricing of its previously announced underwritten public offering of 11,250,000 shares of its common stock at a public offering price of $3.20 per share for gross proceeds of $36,000,000. The net |
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| February 1, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Blueprint 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 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| February 1, 2018 |
EX-1.1 2 fsnnex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 EXECUTION COPY 11,250,000 Shares1 Fusion Telecommunications International, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT January 31, 2018 CRAIG-HALLUM CAPITAL GROUP LLC As Representative of the several Underwriters named in Schedule I hereto c/o Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapoli |
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| January 29, 2018 |
SUBJECT TO COMPLETION, DATED JANUARY 29, 2018 Blueprint Filed Pursuant to Rule 424(b)(5) Registration No. 333-222127 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securiti |
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| January 29, 2018 |
[Signatures follow on the next page.] Blueprint Exhibit 10.3 January 26, 2018 Fusion NBS Acquisition Corp. c/o Fusion Telecommunications International, Inc. 420 Lexington Avenue, Suite 1718 New York, New York 10170 Attn: James P. Prenetta, Jr., Executive Vice President and General Counsel Re: Consent Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of November 14, 2016, as amended by that certa |
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| January 29, 2018 |
[Signatures follow on the next page.] Blueprint Exhibit 99.2 Fusion NBS Acquisition Corp. c/o Fusion Telecommunications International, Inc. 420 Lexington Avenue, Suite 1718 New York, New York 10170 Attn: James P. Prenetta, Jr., Executive Vice President and General Counsel Re: Consent Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of November 14, 2016, as amended by that certain Consents and A |
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| January 29, 2018 |
[Signatures follow on the next page.] Blueprint Exhibit 99.3 January 8, 2018 Fusion NBS Acquisition Corp. c/o Fusion Telecommunications International, Inc. 420 Lexington Avenue, Suite 1718 New York, New York 10170 Attn: James P. Prenetta, Jr., Executive Vice President and General Counsel Re: Consent Ladies and Gentlemen: Reference is hereby made to that certain Fifth Amended and Restated Securities Purchase Agreement and Security Agre |
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| January 29, 2018 |
Blueprint 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 24, 2018 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| January 29, 2018 |
FIFTH AMENDMENT AGREEMENT AND PLAN OF MERGER Blueprint Exhibit 10.2 FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2018 (this ?Amendment?), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the ?Company?), Fusion BCHI Acquisition LLC, a Delaware limited liability company (?Merger Sub?), and Birch Communications Hol |
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| January 29, 2018 |
Fusion Announces Proposed Public Offering of Common Stock EX-99.1 5 fsnnex99-1.htm PRESS RELEASE DATED JANUARY 29, 2018 Exhibit 99.1 Fusion Announces Proposed Public Offering of Common Stock NEW YORK, NY - January 29, 2018 - Fusion (NASDAQ: FSNN), a leading provider of cloud services, announced today that it intends to offer and sell approximately $30.0 million of shares of its common stock in an underwritten registered public offering. In addition, Fusi |
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| January 29, 2018 |
FOURTH AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.1 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2018 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger Sub”), and Birch Communications Holdings, I |
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| January 25, 2018 |
FSNN / Fusion Telecommunications International, Inc. DEFA14A DEFA14A 1 fsnndefa14a.htm DEFA14A January 26, 2018 Dear Fellow Stockholder, We previously sent you proxy material for our Annual Stockholders’ Meeting that will be held on February 21, 2018. This year’s meeting is particularly important because you are being asked to vote on, among other things, Fusion’s proposed merger with Birch Communications Holdings, Inc. Your Board of Directors unanimously r |
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| January 16, 2018 |
FSNN / Fusion Telecommunications International, Inc. ESP Blueprint FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. 420 Lexington Avenue, Suite 1718 New York, NY 10170 January 16, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE? Washington, DC 20549 Re: Fusion Telecommunications International, Inc. Registration Statement on Form S-3 File No. 333- 222127 Acceleration Request Dear Ladies and Gentlemen: Pursuant to Rule 461 un |
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| January 12, 2018 |
FSNN / Fusion Telecommunications International, Inc. AMENDMENT NO. 1 Blueprint As filed with the Securities and Exchange Commission on January 12, 2018 Registration No. |
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| January 12, 2018 |
Blueprint FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. 420 Lexington Avenue, Suite 1718 New York, NY 10170 January 12, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE? Washington, DC 20549 Withdrawal of Registration Statement on Form S-3 File No. 333-215287 Ladies and Gentlemen: On behalf of Fusion Telecommunications International, Inc., a Delaware corporation (th |
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| December 28, 2017 |
FSNN / Fusion Telecommunications International, Inc. DEFM14A Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| December 18, 2017 |
FSNN / Fusion Telecommunications International, Inc. REGISTRATION STATEMENT fsnns3.htm As filed with the Securities and Exchange Commission on December 15, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| December 18, 2017 |
Blueprint Exhibit 3.1.7 CERTIFICATE OF ELIMINATION OF THE SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK SERIES A-3 CUMULATIVE CONVERTIBLE PREFERRED STOCK AND SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK OF FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. Pursuant to Section 151(g) of the General Co |
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| December 15, 2017 |
FSNN / Fusion Telecommunications International, Inc. REGISTRATION STATEMENT S-3/A 1 fsnns3.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 15, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other |
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| December 15, 2017 |
Blueprint Exhibit 3.1.7 CERTIFICATE OF ELIMINATION OF THE SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK SERIES A-3 CUMULATIVE CONVERTIBLE PREFERRED STOCK AND SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK OF FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. Pursuant to Section 151(g) of the General Co |
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| December 15, 2017 |
10-K/A 1 fsnn10ka.htm AMENDMENT NO. 3 ON FORM 10-K FOR THE FISCAL YEAR ENDING 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–K/A3 (Amendment No. 3) (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AN |
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| November 21, 2017 |
FSNN / Fusion Telecommunications International, Inc. PREM14A Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| November 20, 2017 |
FSNN / Fusion Telecommunications International, Inc. PRELIMINARY PROXY Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2 |
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| November 13, 2017 |
FIRST AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.1.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2017 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger Sub”), and Birch Communications Holdings, |
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| November 13, 2017 |
AMENDED AND RESTATED THIRD AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.1.3 AMENDED AND RESTATED THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDED AND RESTATED THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2017 (this “Restatement”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger |
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| November 13, 2017 |
SECOND AMENDMENT AGREEMENT AND PLAN OF MERGER Exhibit 10.1.2 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2017 (this “Amendment”), is entered into by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Fusion BCHI Acquisition LLC, a Delaware limited liability company (“Merger Sub”), and Birch Communications Holding |
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| November 13, 2017 |
FSNN / Fusion Telecommunications International, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32421 FUSION T |
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| November 13, 2017 |
Exhibit 10.1.4 LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of June 30, 2017, between LMR USA LLC, a New York limited liability company, having an address at P.O. Box 180240, Brooklyn, New York 11218 ("Landlord"), and NETWORK BILLING SYSTEMS LLC D/B/A FUSION, a New Jersey limited liability company, as of the date of this agreement having an address at 695 US Route 46 West, Fairfield, New Jersey |
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| October 13, 2017 |
Schedule 13D Amendment No. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VA |
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| October 6, 2017 |
Fusion Telecommunications International REGISTRATION STATEMENT Blueprint As filed with the Securities and Exchange Commission on October 6, 2017 Registration No. |
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| October 6, 2017 |
AMENDMENT NO. 1 TO THE FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. 2016 EQUITY INCENTIVE PLAN Blueprint Exhibit 4.5 AMENDMENT NO. 1 TO THE FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. 2016 EQUITY INCENTIVE PLAN THIS AMENDMENT NO. 1 (the ?Amendment?) to the Fusion Telecommunications International, Inc. 2016 Equity Incentive Plan (the ?Plan?), is hereby adopted, effective as of September 22, 2017, by the Board of Directors (?Board?) of Fusion Telecommunications International, Inc., a Delawa |
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| October 4, 2017 |
FSNN / Fusion Telecommunications International, Inc. / Apptix Asa - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE |
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| September 21, 2017 |
Schedule 13D (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR |
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| September 20, 2017 |
SC 13D/A 1 d455498dsc13da.htm SCHEDULE 13D (AMENDMENT NO. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name |
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| September 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* (Name of Issuer) Fusion Telecommunications International, Inc. (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 36113B400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Attn: Mar |
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| September 11, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* (Name of Issuer) Fusion Telecommunications International, Inc. (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 36113B400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Attn: Mar |
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| September 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* (Name of Issuer) Fusion Telecommunications International, Inc. (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 36113B400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Attn: Mar |
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| September 6, 2017 |
FSNN / Fusion Telecommunications International, Inc. / Rosen Marvin S - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36113B400 (CUSIP Number) Marvin S. Rosen C/O Fusion Telecommunications International, Inc. 420 Lexington Avenue, Suite 1 |
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| September 6, 2017 |
EXECUTION VERSION SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated August 26, 2017 (this “Agreement”), is entered into by and among the parties set forth on Schedule I hereto (each a “Principal Stockholder” and, collectively, the “Principal Stockholders”) and Birch Communications Holdings, Inc. |
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| September 6, 2017 |
FSNN / Fusion Telecommunications International, Inc. / Rosen Marvin S - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 36113B400 (CUSIP Number) Marvin S. Rosen C/O Fusion Telecommunications International, Inc. 420 Lexington Avenue, Suite 17 |
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| September 1, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* (Name of Issuer) Fusion Telecommunications International, Inc. (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 36113B400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Attn: Mar |
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| August 31, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* (Name of Issuer) Fusion Telecommunications International, Inc. (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 36113B400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Attn: Mar |
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| August 30, 2017 |
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) August 30, 2017 (August 26, 2017) FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. |
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| August 30, 2017 |
Exhibit 99.2 |
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| August 30, 2017 |
Exhibit 99.1 FUSION ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE BIRCH COMMUNICATIONS’ CLOUD AND BUSINESS SERVICES BUSINESS Transaction expected to create one of the largest North American cloud services providers, with total pro forma annual revenue of approximately $575 million Combination expected to significantly enhance Fusion’s innovative strategy as the single source for the cloud ● Fusion to |
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| August 30, 2017 |
Exhibit 10.1.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., FUSION BCHI ACQUISITION LLC, AND BIRCH COMMUNICATIONS HOLDINGS, INC. DATED AUGUST 26, 2017 STRICTLY PRIVATE AND CONFIDENTIAL. DRAFT FOR DISCUSSION PURPOSES ONLY. NO LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED. ARTICLE I The TR |
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| August 14, 2017 |
FSNN / Fusion Telecommunications International, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32421 FUSION TELECO |
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| August 11, 2017 |
EX-3 Exhibit 3 Execution Copy SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the “Agreement”), is made as of the Effective Date (the date on which this Agreement is fully executed) by and between Fusion NBS Acquisition Corp. |
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| August 11, 2017 |
Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VA |
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| July 12, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* (Name of Issuer) Fusion Telecommunications International, Inc. (Title of Class of Securities) Common Stock, $0.01 par value (CUSIP Number) 36113B400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Attn: Mar |
