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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 23, 2026
ConnectM
Technology Solutions, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-41389 |
|
87-2898342 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2 Mount
Royal Avenue, Suite 550
Marlborough,
Massachusetts |
|
01752 |
| (Address
of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (617) 395-1333
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(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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 x
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 7.01. Regulation FD Disclosure.
On April 23,
2026, ConnectM Technology Solutions, Inc., (the “Company”) announced by press release that the Company is currently
engaging in testing-the-waters to evaluate the opportunity for potential future Regulation A and Rule 506(c) offerings.
The
press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press
release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press release issued by the registrant on April 23, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 23, 2026
| ConnectM Technology Solutions, Inc. |
| |
|
| By: |
/s/
Bhaskar Panigrahi |
|
| Name: |
Bhaskar Panigrahi |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
ConnectM Explores Dual Capital Raises: Accredited
Investor Offering and Rights Offering Ahead of Planned National Exchange Uplisting
Company Engages Moody Capital Solutions, Inc.
to Conduct Testing-the-Waters Process and Evaluate Investor Demand for Potential Regulation A and Rule 506(c) Offerings
Potential Offerings May Include Common
Stock, Dividend-Yielding Preferred Stock, Warrants and/or Dividend-Yielding Convertible Preferred Stock
MARLBOROUGH, Mass., April 23, 2026 (GLOBE NEWSWIRE) --
ConnectM Technology Solutions, Inc. (OTC: CNTM) (“ConnectM” or the “Company”), a constellation of technology-driven
businesses powering the modern energy economy, today announced that it is exploring two potential capital raises ahead of a planned national
exchange uplisting: a private placement for accredited investors under Rule 506(c) of Regulation D and a rights offering
for existing shareholders under Regulation A.
The Company has engaged Moody Capital Solutions, Inc. to
conduct a coordinated “testing-the-waters” process to gauge interest from both accredited investors and the Company’s
existing shareholder base. Feedback from this process will inform the final structure, terms, and sizing of any potential offerings.
Contemplated Dual-Track Strategy
| 1. | Accredited Investor Offering (Rule 506(c)): A potential offering of securities directed exclusively toward accredited
investors, utilizing general solicitation as permitted under federal securities laws. |
| 2. | Rights Offering (Regulation A): A potential offering structured to provide existing shareholders with rights to purchase additional
securities of the Company, together with customary over-subscription rights. |
Strategic Capital Alignment
ConnectM is evaluating a versatile security mix that may include common
stock, dividend-yielding preferred stock, warrants, and dividend-yielding convertible preferred stock. Management believes this dual-track
structure offers a more capital-efficient and shareholder-aligned alternative to conventional equity financing, particularly as the Company
works to bridge the current valuation gap.
“Building on the transformational results of 2025 where we delivered
record revenue of $35.8 million and grew gross profit by 93%; we are committed to a disciplined, dual-track capital strategy designed
to maximize long-term value for all stakeholders. By integrating a Regulation A rights offering alongside an institutional private placement
under Rule 506(c), we are providing our existing shareholders with a proactive opportunity to maintain their proportional interest
while simultaneously attracting the strategic institutional backing necessary to facilitate our NYSE American uplisting. This balanced
approach ensures we are well-capitalized to fulfill our 2026 mandate of targeting $75 million in revenue and achieving positive EBITDA
generation. We have already done the hard part of rebuilding; we are now scaling an AI-powered platform with over 130,000 connected assets
and clear valuation levers” said Bhaskar Panigrahi, Chairman and CEO of ConnectM.
About ConnectM Technology Solutions, Inc.
ConnectM is a
constellation of technology-driven businesses powering the modern energy economy. Through its Owned Service Network, Managed Solutions,
Logistics, and Transportation segments, the Company delivers AI-powered electrification, distributed energy, last-mile delivery, and
industrial IoT solutions to customers worldwide. For more information, visit www.connectm.com.
About Keen Labs
Keen Labs, a wholly owned technology subsidiary of ConnectM, develops
the AI, control and energy intelligence platforms that underpin the Company’s solutions. Keen Labs’ portfolio includes industrial
IoT hardware, the Hi-C™ line of hybrid energy storage systems, the Hi-E™ line of Lithium Iron Phosphate long duration and
VPP enabling storage systems, smart heat pumps, and connected vehicle technologies, all integrated through its software platform to optimize
performance across fleets, facilities and distributed energy assets. For more information, visit www.keenlabs.ai.
About Moody Capital Solutions, Inc.
Moody Capital Solutions, Inc.
is a relationship-driven investment bank providing high-touch advisory services and disciplined transaction execution. The firm cultivates
and actively maintains deep relationships across a broad network of institutional investors, top-tier law firms, and investor relations
specialists—connections that support efficient deal structuring and seamless closings.
At Moody Capital, each client engagement is led directly by senior
bankers from strategy through closing; the firm does not delegate core execution responsibilities to junior staff. Moody Capital’s
senior bankers collectively bring more than 150 years of investment banking experience, including tenures at many of the leading large-cap
and small-cap investment banks in the United States. For more information, please visit www.moodycapital.com.
Testing-the-Waters Disclosure
This press release relates to potential proposed offerings of securities
by ConnectM Technology Solutions, Inc. (“ConnectM”) that have not yet commenced. ConnectM may use a “testing-the-waters”
process to gauge potential investor interest in a contemplated Regulation A rights offering and a concurrent private placement
under Rule 506(c) in accordance with applicable securities laws.
Regarding the potential rights offering, ConnectM is “testing
the waters” under Regulation A of the Securities Act of 1933. No money or other consideration is being solicited, and if sent in
response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until
an offering statement on Form 1-A is filed with the SEC and qualified by the SEC. Any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. An indication of
interest involves no obligation or commitment of any kind.
Any potential offering under Rule 506(c) will be made
only to “accredited investors” as defined in Rule 501 of Regulation D. In accordance with Rule 506(c), all
prospective investors will be required to undergo a formal verification process to confirm their status as accredited investors before
any securities may be purchased. These securities will not be registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable exemption from registration requirements.
This press release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall any sale of securities be made in any jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. Moody Capital Solutions, Inc. is the investment bank engaged by ConnectM to conduct this testing-the-waters
process and evaluate investor demand from eligible participants.
Cautionary Note Regarding Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current
expectations and projections about future events. All statements, other than statements of present or historical fact included in this
press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results,
estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date
of this press release. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties,
most of which are difficult to predict and many of which are beyond our control. In addition, we caution you that the forward-looking
statements regarding the Company contained in this press release are subject to the risks and uncertainties described in the “Cautionary
Note Regarding Forward-Looking Statements” section of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q
that we file with the Securities and Exchange Commission. Such filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ConnectM
is under no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or
otherwise.
Investor Relations
ConnectM Technology Solutions, Inc.
+1-617-395-1333
irpr@connectm.com
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