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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): March 10, 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.
Exchange Agreement
On March 10, 2026, ConnectM Technology Solutions, Inc. (the “Company”)
entered into an Exchange Agreement with Harry Kahn Associates, Inc., a New York corporation (“HKA”); William F. Mumma Jr.
and Phillip V. Perry, pursuant to which the Company shall acquire from Mr. Mumma and Mr. Perry (each a “Seller” and collectively,
the “Sellers”) all of the issued and outstanding shares of stock of HKA, in exchange for the issuance to each Seller of 200,000
shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”).
Registration Rights Agreement
In connection with the Exchange Agreement, the Company and each of
the Sellers entered into a Piggyback Registration Rights Agreement (each, a “Registration Rights Agreement”). Pursuant to
the Registration Rights Agreement, the Company granted the Sellers certain piggyback registration rights with respect to up to 200,000
shares of the Company’s Common Stock held by the Seller. Under the Registration Rights Agreement, if the Company proposes to file
a registration statement under the Securities Act of 1933, as amended, covering shares of its Common Stock (other than registrations related
to employee benefit plans, dividend reinvestment plans, or certain business combination transactions), the Company is required to provide
written notice to the Seller and offer the Seller the opportunity to include all or a portion of their securities in such registration,
subject to customary terms and conditions.
Promissory Note
Further in connection with the Exchange Agreement, the Company agreed
to provide HKA a loan in an amount as to be agreed by the parties, which is based on HKA’s operating capital deficit (the “Working
Capital Loan”), the proceeds of which shall be utilized by HKA following the closing of the Exchange Agreement to repay the loans
made to HKA from the officers of HKA, which Working Capital Loan is evidenced by a promissory note (the “Note”). The Note
was in the principal amount of $203,072 with interest on the outstanding principal amount at the rate of 8% per annum, simple interest.
The maturity date is on March 10, 2027, being the first annual anniversary of the date the note was issued. The Company may prepay all
or any portion of the Note at any time without penalty. In the event that any amount due under the Note is not paid as and when due, such
amounts shall accrue interest at a rate of 15% per year, simple interest, non-compounding, until paid.
The foregoing descriptions of the Exchange Agreement, Registration
Rights Agreement, and Note do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements
and Note filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information contained
in Item 1.01 hereof regarding the Note is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities.
In connection with the transactions described above, the Company issued
an aggregate of 400,000 shares of its Common Stock, consisting of 200,000 shares issued to each of Mr. Mumma and Mr. Perry.
The securities described above were issued without prior registration
in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On
March 18, 2026, the Company announced by press release that, announced that it has acquired HKA,
an 80-year-old defense contractor specializing in mission-critical technical data systems and lifecycle support for U.S. military platforms.
Founded in 1943, HKA provides logistics data systems, technical manuals, and training content used by the U.S. Department of Defense,
U.S. Coast Guard, and major defense OEMs to design, field, and maintain military equipment deployed worldwide. These capabilities generate
structured operational datasets that underpin the lifecycle management of complex military platforms.
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 |
| 10.1 |
|
Exchange Agreement by and between ConnectM Technology Solutions, Inc., Harry Kahn Associates, Inc., William F. Mumma Jr. and
Phillip V. Perry, dated March 10, 2026. |
| 10.2 |
|
Form of Registration Rights Agreement, dated March 10, 2026. |
| 10.3 |
|
Promissory Note, dated March 10, 2026 issued by ConnectM Technology Solutions, Inc. to Harry Kahn Associates, Inc. |
| 99.1 |
|
Press release issued by the registrant on March 18, 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: March 18, 2026
| ConnectM Technology Solutions, Inc. |
| |
|
| By: |
/s/
Bhaskar Panigrahi |
|
| Name: |
Bhaskar Panigrahi |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
ConnectM Acquires
Defense Data Specialist Harry Kahn Associates, Targeting $50B+ Global Defense Sustainment Market and Expanding AI Infrastructure Platform
MARLBOROUGH, Mass., March 18, 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 has acquired Harry Kahn Associates, Inc.
(“HKA”), an 80-year-old defense contractor specializing in mission-critical technical data systems and lifecycle support
for U.S. military platforms. The acquisition was completed through the issuance of 400,000 shares of ConnectM common stock.
Founded in 1943, HKA provides logistics data systems, technical manuals,
and training content used by the U.S. Department of Defense, U.S. Coast Guard, and major defense OEMs to design, field, and maintain military
equipment deployed worldwide. These capabilities generate structured operational datasets that underpin the lifecycle management of complex
military platforms.
When combined with ConnectM’s Keen Labs AI and technology platform,
the Company believes these datasets can support advanced analytics, predictive maintenance, and digital lifecycle optimization across
mission-critical infrastructure. The acquisition significantly expands ConnectM’s presence in government and defense markets, positioning
the Company to participate in long-duration programs supporting critical military infrastructure and next-generation equipment systems.
HKA generated approximately $2 million of revenue in 2025, and ConnectM
believes the business is positioned for significant expansion beginning in 2026 and beyond as the Company leverages HKA’s long-standing
government relationships together with the AI, data and systems capabilities of its Keen Labs technology platform. Management believes
this combination can expand HKA’s addressable opportunities across both existing defense programs and new data-driven infrastructure
initiatives.
“HKA brings ConnectM a rare combination of long-standing government
relationships, deep domain expertise in logistics data systems, and decades of experience supporting U.S. military platforms,” said
Bhaskar Panigrahi, Chairman and Chief Executive Officer of ConnectM. “With approximately $2 million of revenue in 2025, we believe
the business is positioned to scale many-fold over the coming years as we integrate HKA with the Keen Labs technology platform and expand
into data-driven infrastructure opportunities across government and defense markets.”
Strategic Access to Government Programs
HKA has supported all branches of the U.S. military, including the
Navy, Marine Corps, Air Force, and Army, as well as the U.S. Coast Guard, and works alongside major defense contractors and equipment
manufacturers.
Its capabilities include:
| · | Logistics Product Data and lifecycle support analysis |
| · | Reliability, maintainability, and provisioning systems |
| · | Technical manuals and interactive electronic documentation |
| · | Training curricula and instructional systems for new military equipment |
These capabilities underpin the logistics intelligence infrastructure
that enables complex defense systems to operate globally, often over operational lifespans of 20 to 40 years.
Positioned for Defense Data and AI Opportunities
HKA develops and manages logistics and technical datasets used to support
maintenance planning, spare parts provisioning, system reliability modeling, and lifecycle sustainment of defense systems.
ConnectM believes these data environments represent a strategic opportunity
for its Keen Labs AI and infrastructure intelligence platform, enabling the Company to expand HKA’s role from traditional technical
documentation into data-driven analytics, predictive maintenance, and digital sustainment platforms for complex military systems.
By integrating Keen Labs’ data analytics and AI capabilities
with HKA’s defense logistics datasets, ConnectM believes it can pursue opportunities in:
| · | Predictive maintenance and lifecycle optimization for mission-critical systems |
| · | AI-assisted logistics planning and sustainment analytics |
| · | Digital technical documentation and knowledge systems |
| · | Infrastructure intelligence platforms for large-scale operational environments |
“With the addition of HKA, ConnectM gains access to decades of
structured operational data supporting complex defense platforms,” said Bhaskar Panigrahi, Chairman and Chief Executive Officer
of ConnectM. “We believe Keen Labs’ AI platform can unlock additional value from these datasets, enabling new analytics capabilities
for large-scale infrastructure systems.”
Durable Government Relationships
HKA has operated continuously in the defense sector for decades, including
long-term relationships with U.S. military contracting offices and defense OEMs.
The company maintains ISO 9001:2015 certification for technical data
development and has delivered millions of pages of technical documentation supporting military platforms.
Defense sustainment and lifecycle logistics represent a multi-tens-of-billions-of-dollars
global market, driven by the decades-long operational lifecycles of military platforms that require continuous updates to logistics data,
training systems, and technical documentation.
Expanding ConnectM’s Technology Platform
ConnectM believes the acquisition complements its strategy of building
a technology platform that integrates AI, data infrastructure, and physical systems across both energy and government markets.
“The combination of HKA’s defense logistics expertise and
Keen Labs’ AI and technology platform expands our ability to deploy data-driven solutions across critical infrastructure,”
Panigrahi said. “We see meaningful long-term opportunity at the intersection of AI, logistics intelligence, and mission-critical
infrastructure systems.”
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-ETM 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 Harry Kahn Associates
Harry Kahn Associates, Inc. is an American-owned technical data development
company founded in 1943 that supports the U.S. Department of Defense, U.S. Coast Guard, and defense OEMs with logistics data systems,
technical manuals, and training materials used to operate and maintain military equipment worldwide.
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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