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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): October 27, 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 ¨
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 1.01 Entry into
a Material Definitive Agreement.
Amendment No. 2 to
Senior Secured Convertible Promissory Notes
As previously reported,
on August 31, 2026, ConnectM Technology Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (as
amended by Amendment No. 1 thereto, dated September 28, 2026, the “Purchase Agreement”) with Ascent Partners Fund LLC, a
Delaware limited liability company (the “Purchaser”). The Company’s entry into the Purchase Agreement was previously
reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on September 4, 2026; Amendment No. 1 and the related transactions, including the issuance to the Purchaser of the Senior Secured Convertible
Promissory Note (Two-A), dated September 28, 2026 (“Note Two-A”), were previously reported on the Company’s Current
Report on Form 8-K filed with the SEC on October 2, 2026; and the issuance to the Purchaser of the Senior Secured Convertible Promissory
Note (Two-B), dated October 13, 2026 (“Note Two-B” and, together with Note Two-A, the “Amended Notes”), was previously
reported on the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2026 (collectively, the “Prior 8-Ks”).
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement or the Amended Notes,
as applicable.
On October 27, 2026,
the Company and the Purchaser entered into a letter agreement constituting Amendment No. 2 (the “Amendment”), which amends
each of the Amended Notes. Prior to the Amendment, the Maturity Date of each Amended Note was subject to automatic acceleration to the
thirtieth (30th) day following the Lock-Up Termination Date (as defined in the Amended Notes). The Amendment provides that the Maturity
Date of each Amended Note will instead automatically accelerate to the ninetieth (90th) day following the Lock-Up Termination Date.
The Amendment becomes
effective on the later of (i) October 27, 2026, and (ii) the date of payment of all Obligations due on or before the effective date of
the Amendment (after giving effect to the Amendment), including all costs, expenses and fees due under any Transaction Document and invoiced
prior to such effective date (the “Amendment Effective Date”). If the Amendment Effective Date has not occurred within two
Business Days after October 27, 2026, the Purchaser may, in its sole discretion upon notice to the Company, terminate the Amendment.
In connection with the
Amendment, each Company Party reaffirmed its obligations under the Guaranty and the other Transaction Documents and all Liens granted
thereunder, which continue to secure the Obligations, and each Company Party granted a general release of claims in favor of the Purchaser
and the Purchaser Parties. The Amendment does not, except as expressly provided therein, waive or modify any Default or Event of Default
or any right or remedy under the Transaction Documents, does not obligate the Purchaser to make any further purchases or advances, and
does not constitute a novation of the Amended Notes.
The foregoing summary
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set
forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
Description |
| 10.1 |
Amendment
No. 2, dated October 27, 2026, by and between ConnectM Technology Solutions, Inc. and Ascent Partners Fund LLC. |
| 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: November 2, 2026
| ConnectM Technology Solutions, Inc. |
| |
|
| By: |
/s/
Bhaskar Panigrahi |
|
| Name: |
Bhaskar Panigrahi |
|
| Title: |
Chief Executive Officer |
|
