false
0001895249
0001895249
2026-09-28
2026-09-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 28, 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 1.01 Entry into
a Material Definitive Agreement.
Amendment No. 1 to Securities Purchase
Agreement and Related Transaction Documents
On September 28, 2026, ConnectM Technology Solutions,
Inc. (the “Company”) and Ascent Partners Fund LLC, a Delaware limited liability company (the “Purchaser”), entered
into Amendment No. 1 (the “Amendment”) to that certain Securities Purchase Agreement, dated as of August 31, 2026 (as amended,
the “Purchase Agreement”) and related transaction documents as set forth below. The entrance by the Company and Purchaser
into the Purchase Agreement, was previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 3, 2026 (the “Original 8-K”). Capitalized terms used but not defined herein have the meaning ascribed
to such terms in the Purchase Agreement or the Amendment, as applicable.
The Amendment makes the following changes to
the Transaction Documents:
Purchase Agreement. Upon the occurrence of the
Listing Event, Section 4.1 (Right of First Refusal) and Section 4.2 (Most Favorable Terms (MFN)) of the Purchase Agreement are each deleted
in their entirety and replaced with “Reserved.” In addition, Exhibit A-2 (Form of Note Two) and Schedule I (Securities to
be Purchased) to the Purchase Agreement are each replaced in their entirety.
Amendments to Previously Issued Notes. Per the
Amednment, the Senior Secured Convertible Promissory Note (One), dated August 31, 2026, and the Senior Secured Convertible Promissory
Note (Three), dated September 4, 2026 (together, the “Amended Notes”), are each amended by replacing Section 1(g) thereof
to provide that, on the date of the Listing Event, the Company shall pay to the Holder 105% of the outstanding principal amount plus all
accrued interest and all other amounts, costs, fees, expenses, indemnification and other damages due under the Transaction Documents.
Section 2(e) (Conversion Into Series C Preferred Stock) of each Amended Note is deleted in its entirety and replaced with “Reserved.”
Amendments to Registration Rights Agreement. Per
the Amednment, the Registration Rights Agreement, dated September 4, 2026, is amended by replacing the definitions of “Filing Date”
and “Registrable Securities” in Section 1(a)(i) thereof. The amended “Filing Date” definition provides that, with
respect to the Initial Registration Statement, the filing date is the 60th day following the date of the Listing Event. The
amended “Registrable Securities” definition limits registrable securities to shares of Common Stock issued or issuable in
connection with the Warrants.
Senior Secured Convertible Promissory Note
(Two-A)
In connection with the Amendment, on September
28, 2026, the Company issued to the Purchaser a Senior Secured Convertible Promissory Note (Two-A) in the original principal amount of
$1,388,888.89 (“Note Two-A”), with a purchase price of $1,250,000.00 (reflecting an original issue discount of $138,888.89).
Note Two-A bears interest at a rate of 10% per annum (of which one year’s interest is guaranteed) and matures on September 28, 2027,
subject to automatic acceleration to the 30th day following the Lock-Up Termination Date (as defined therein). Additionally,
prior to the Listing Event (as defined in the Senior Secured Convertible Promissory Note (Two-A), Note Two-A is convertible into shares
of Common Stock at the option of the Holder at a conversion price equal to the lower of (i) 4.5885 or (ii) during the continuation of
a Default or Event of Default, 95% of the lowest VWAP during the five consecutive trading days immediately preceding the conversion date,
subject to a 9.99% beneficial ownership limitation. Following the date of the Listing Event, the Holder shall not be permitted to convert
the Note into shares of Common Stock of the Company (as further set forth in Note Two-A).
Commencing on the earlier of (i) the Listing
Event or (ii) the date on which the Blue Cloud Shares (as defined in Note Two-A) are freely tradeable without restriction (no later than
February 28, 2027), the Company is required to make monthly amortization payments of principal. The Company may, subject to satisfaction
of the Equity Payment Conditions (as defined in Note Two-A), make amortization and interest payments in shares of Common Stock at the
Amortization Price.
Lock-Up Agreement
In connection with the Amendment, on September
28, 2026, the Company entered into a Lock-Up Agreement (the “Lock-Up Agreement”), with the Purchaser and certain holders of
the Company’s securities. Pursuant to the Lock-Up Agreement, certain holders of the Company’s securities agreed not to offer,
sell or otherwise transfer Lock-Up Securities during the Lock-Up Period (as set forth therein), subject to customary exceptions for gifts,
transfers to family members or trusts, transfers to affiliates, and certain other permitted transfers.
Share Purchase Side Letter
In connection with the Amendment, on September
28, 2026, the Company entered into a Side Letter (the “Side Letter”) with the Purchaser, pursuant to which the Purchaser committed
to purchase shares of Common Stock or Units (consisting of shares of Common Stock and warrants) in the Listing Event Offering, subject
to the satisfaction of certain conditions, including that no Event of Default has occurred and is continuing, the Company has complied
with all obligations under the Transaction Documents, representations and warranties remain true and correct, and the shares to be purchased
are registered under an effective registration statement.
The foregoing summaries of the Amendment, Note
Two-A, the Lock-Up Agreement and the Side Letter do not purport to be complete and are qualified in their entirety by reference to such
documents, copies of which are filed as Exhibits 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth in Item 1.01 of
this Current Report on Form 8-K regarding the issuance of Note Two-A is incorporated herein by reference. The securities were
offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder. The Purchaser represented that it is an “accredited
investor” as defined in Rule 501(a) under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated August 31, 2026 (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 3, 2026). |
| 10.2 |
|
Senior Secured Convertible Promissory Note One, dated August 31, 2026
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 3, 2026). |
| 10.3 |
|
Security Agreement, dated August 31, 2026 (incorporated by reference
to Exhibit 10.3 to the Current Report on Form 8-K filed on September 3, 2026). |
| 10.4 |
|
Amendment No. 1 to the Securities Purchase Agreement, dated September
28, 2026. |
| 10.5 |
|
Senior Secured Convertible Promissory Note (Two-A), dated September
28, 2026. |
| 10.6 |
|
Lock-Up Agreement, dated September 28, 2026. |
| 10.7 |
|
Share Purchase Side Letter, dated September 28, 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: October 2, 2026
| ConnectM Technology Solutions, Inc. |
| |
|
| By: |
/s/
Bhaskar Panigrahi |
|
| Name: |
Bhaskar Panigrahi |
|
| Title: |
Chief Executive Officer |
|
