Current Report Filing (8-k)
30 Décembre 2022 - 10:06PM
Edgar (US Regulatory)
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2022-12-30
2022-12-30
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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): |
|
December
30, 2022 |
Wireless
Telecom Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
New
Jersey
(State
or Other Jurisdiction of Incorporation)
001-11916 |
|
22-2582295 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
25 Eastmans Road |
|
|
Parsippany, New Jersey |
|
07054 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(973)
386-9696
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock |
|
WTT |
|
NYSE American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. | Completion
of Acquisition of Disposition of Assets. |
On
December 30, 2022, Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), and its wholly owned subsidiary,
Wireless Telecommunications Group, LTD, a company organized under the laws of England and Wales (“Holdings”), completed the
transaction (the “Transaction”) pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) dated
December 4, 2022 with E-Space Acquisitions LLC, a Delaware limited liability company (“Buyer”), and eSpace Inc., a Delaware
corporation, as guarantor. Pursuant to the Purchase Agreement, the Buyer acquired 100% of the issued and outstanding equity interests
of Holdings from the Company. The consideration for the Transaction was $14.5 million, inclusive of $13.75 million in cash consideration
and a $750,000 note payable, subject to agreed-upon reductions and certain post-closing adjustments as set forth in the Purchase Agreement.
The
above description of the Purchase Agreement and the Transaction is only a summary, does not purport to be complete and is qualified in
its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission on December 5, 2022 and is incorporated herein by reference.
Item 9.01 | Financial
Statements and Exhibits |
(b)
Pro forma financial information.
The
pro forma financial information of the Company as adjusted to give effect to the sale of the Holdings is presented in the unaudited pro
forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
(d) Exhibits.
The following exhibits are filed as a part of this report.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
WIRELESS TELECOM GROUP, INC. |
|
|
|
Date: December 30, 2022 |
By: |
/s/ Michael Kandell |
|
|
Michael Kandell |
|
|
Chief Financial Officer |
Wireless Telecom (AMEX:WTT)
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