UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark one)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018.
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35155
BOINGO WIRELESS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 95-4856877 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
10960 Wilshire Blvd., 23rd Floor
Los Angeles, California 90024
(Address of principal executive offices, zip code)
(310) 586-5180
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.0001 par value |
| The NASDAQ Stock Market LLC |
| WIFI |
(Title of each class) |
| (Name of each exchange on which |
| (Trading symbol) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
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Non-accelerated filer o |
| Smaller reporting company o |
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| Emerging growth company o |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the Registrant’s voting stock and non-voting common equity held by non-affiliates of the Registrant as of the last day of the Registrant’s most recently completed fiscal quarter was $929,616,225 based on the last reported sale price $22.59 per share on the NASDAQ Global Market on June 29, 2018, the last trading date of the most recently completed second fiscal quarter.
As of May 1, 2019, there were 43,985,167 shares of registrant’s common stock outstanding.
Boingo Wireless, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on March 1, 2019. The purpose of this Amendment is to refile Exhibit 10.32, which was originally filed with the Form 10-K, to transition to the requirements set forth in Item 601(b) of Regulation S-K permitting registrants to omit confidential information from material contracts filed pursuant to Item 601(b)(10) without the need to submit a confidential treatment request to the Securities and Exchange Commission. The confidential information omitted from Exhibit 10.32 (i) is not material and (ii) would be competitively harmful if publicly disclosed.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.
This Amendment is an exhibit-only filing. Except for the changes to Exhibit 10.32, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
PART IV
ITEM 15. EXHIBITS
(a) The following documents are included as part of the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2019 (“Form 10-K”).
(1)(2) Financial Statements. See Index to Consolidated Financial Statements in Item 16 of the Form 10-K.
(3) Exhibits. The following exhibits are filed herewith or incorporated by reference:
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| Incorporated by Reference |
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Exhibit No. |
| Description |
| Form |
| Date |
| Number |
| Herewith |
3.1 |
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| S-1 |
| 03/21/2011 |
| 3.2 |
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3.2 |
| Certificate of Amendment to the Certificate of Incorporation. |
| 8-K |
| 06/09/2017 |
| 3.1 |
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3.3 |
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| 8-K |
| 06/09/2017 |
| 3.2 |
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4.1 |
| Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated April 12, 2011. |
| S-1 |
| 04/13/2011 |
| 4.1 |
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4.2 |
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| S-1 |
| 01/14/2011 |
| 4.2 |
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4.3 |
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| 8-K |
| 10/05/2018 |
| 4.1 |
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10.1 |
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| S-1 |
| 03/21/2011 |
| 10.1 |
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10.2 |
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| S-1 |
| 01/14/2011 |
| 10.2 |
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10.3 |
| 2001 Stock Incentive Plan Notice of Option Grant and Option Agreement.† |
| 10-Q |
| 08/04/2017 |
| 10.1 |
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10.4 |
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| 8-K |
| 02/03/2016 |
| 99.1 |
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10.5 |
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| 10-Q |
| 08/10/2015 |
| 10.1 |
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10.6 |
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| 10-Q |
| 08/04/2017 |
| 10.2 |
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10.7 |
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| 10-Q |
| 08/04/2017 |
| 10.3 |
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10.8 |
| Letter agreement between the Registrant and David Hagan, dated April 11, 2011.† |
| S-1 |
| 04/13/2011 |
| 10.5 |
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10.9 |
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| S-1 |
| 01/14/2011 |
| 10.7 |
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10.10 |
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| S-1 |
| 01/14/2011 |
| 10.8 |
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| Incorporated by Reference |
| Filed | ||||
Exhibit No. |
| Description |
| Form |
| Date |
| Number |
| Herewith |
10.11 |
| Lease Amendment dated August 19, 2014 between CA-10960 Wilshire Limited Partnership and Registrant. |
| 10-Q |
| 11/10/2014 |
| 10.1 |
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10.12 |
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| S-1 |
| 04/29/2011 |
| 10.9 |
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10.13 |
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| S-1 |
| 2/25/2011 |
| 10.9A |
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10.14 |
| Amendment Agreement, dated December 31, 2014 between the Registrant and the City of Chicago.^ |
| 10-K |
| 03/16/2015 |
| 10.11 |
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10.15 |
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| 10-Q/A |
| 07/20/2018 |
| 10.1 |
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10.16 |
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| S-1 |
| 04/29/2011 |
| 10.10 |
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10.17 |
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| S-1 |
| 04/29/2011 |
| 10.10A |
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10.18 |
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| 10-Q |
| 11/10/2014 |
| 10.2 |
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10.19 |
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| 10-Q |
| 11/10/2014 |
| 10.3 |
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10.20 |
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| 10-Q |
| 11/12/2013 |
| 10.17 |
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10.21 |
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| 10-Q |
| 11/10/2014 |
| 10.4 |
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10.22 |
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| S-1 |
| 03/21/2011 |
| 10.11 |
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10.23 |
| Letter agreement between the Registrant and Peter Hovenier, dated April 1, 2013.† |
| 8-K |
| 04/02/2013 |
| 10.1 |
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10.24 |
| Letter agreement between the Registrant and Dawn Callahan, dated January 1, 2013.† |
| 10-K |
| 03/17/2014 |
| 10.15 |
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10.25 |
| Letter agreement between the Registrant and Tom Tracey, dated September 23, 2011.† |
| 10-K |
| 03/17/2014 |
| 10.16 |
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10.26 |
| Letter agreement between the Registrant and Derek Peterson, dated January 30, 2013.† |
| 10-K |
| 03/17/2014 |
| 10.17 |
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| Incorporated by Reference |
| Filed | ||||
Exhibit No. |
| Description |
| Form |
| Date |
| Number |
| Herewith |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
| 10-K |
| 03/01/2019 |
| 101.DEF |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
| 10-K |
| 03/01/2019 |
| 101.LAB |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
| 10-K |
| 03/01/2019 |
| 101.PRE |
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* Furnished as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.
^ Portions of this exhibit (indicated by asterisks) have been omitted pursuant to an order granting confidential treatment. These portions have been submitted separately to the Securities and Exchange Commission.
# Certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
† Indicates a management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 8th day of May 2019.
| BOINGO WIRELESS, INC. | |
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| By: | /s/ MICHAEL FINLEY |
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| Michael Finley |
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| Chief Executive Officer and Member of the Board |