0001052054 false 0001052054 2021-11-15 2021-11-15 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):
November 15, 2021

 

EVOLVING SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware
(State or other jurisdiction of
incorporation)
001-34261
(Commission File Number)
84-1010843
(IRS Employer Identification No.)

 

9800 Pyramid Court, Suite 400

Englewood, Colorado

  80112
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (303) 802-1000

 

Not applicable

(Former name or former address, if changed since last report)

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
xSoliciting 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
Common Stock, par value $0.001 per share  EVOL  The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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 8.01 OTHER EVENTS

 

On November 17, 2021, Evolving Systems, Inc. (“Evolving Systems”) issued a press release announcing the expiration of the 30-day “go-shop” period pursuant to the terms of the Equity Purchase Agreement, dated as of October 15, 2021, by and among Evolving Systems, Evolving Systems Holdings, Ltd., ETI-NET Inc., Investissements Riv Europe Ltee, and Said Hini.

 

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

d)       Exhibits. The following exhibit is furnished with this report.

 

Exhibit No.  Description
    
99.1  Press release of Evolving Systems, Inc. dated November 17, 2021.
    
104  Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

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 17, 2021

 

Evolving Systems, Inc.

(Registrant)

 

  By: /s/ Mark P. Szynkowski
    Mark P. Szynkowski
    Senior Vice President of Finance & Secretary