UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stonestrom Resignation
On December 20, 2023, Eric D. Stonestrom notified Airspan Networks Holdings Inc. (the “Company”) by email (the “Stonestrom Resignation”) of his resignation from the board of directors (the “Board”) of the Company and as Executive Chairman of the Company, effective on December 27, 2023. In the Stonestrom Resignation, Mr. Stonestrom stated that the reason for his resignation was his belief that “a path to greater shareholder value across all of the classes of stakeholders would have been to agree a pre arranged percentage split of proceeds among the significant classes and then conduct a formal auction with a hard deadline and finite timeline.” A copy of the Stonestrom Resignation is filed as Exhibit 17.1 to this Current Report on Form 8-K.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Stonestrom with a copy of the disclosures that it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the Securities and Exchange Commission (the “SEC”) and will provide Mr. Stonestrom with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.
Carano Resignation
On December 22, 2023, Bandel L. Carano notified the Company by email (the “Carano Resignation”) of his resignation from the Board of the Company, effective immediately. In the Carano Resignation, Mr. Carano stated that the reason for his resignation was “due to extreme asymmetry of critical information disclosure to directors especially as it pertains to Fortress controlled strategic liquidation activities.” A copy of the Carano Resignation is filed as Exhibit 17.2 to this Current Report on Form 8-K.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Carano with a copy of the disclosures that it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the SEC and will provide Mr. Carano with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree.
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 17.1 | Email from Eric Stonestrom dated December 20, 2023 | |
| 17.2 | Email from Bandel Carano dated December 22, 2023 | |
| 104 | Cover Page Interactive Data File |
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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: December 29, 2023 | Airspan Networks Holdings Inc. | |
| By: | /s/ David Brant | |
| David Brant | ||
Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||
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Exhibit 17.1
| From: | Eric Stonestrom | |
| To: | David Brant; Chris Riley; Bandel Carano (Board); Tom Huseby (Board); Scot Jarvis (Board); Michael Flynn; Mathew Oommen (Board); Marc Heimowitz; Glenn Laxdal | |
| Subject: | Resignation from Airspan Board and Executive Chairman Position | |
| Date: | Wednesday, December 20, 2023 6:47:08 PM |
Dear Board,
Please take this note as a resignation notice from Airspan's Board and my position as Airspan Executive Chairman, effective December 27th at 9 noon EST. I am available to work on the interim on transition issues. As I have reiterated numerous times, I believe a path to greater shareholder value across all of the classes of stakeholders would have been to agree a pre arranged percentage split of proceeds among the significant classes and then conduct a formal auction with a hard deadline and finite timeline. I wish the group well with your preferred approach.
Eric Stonestrom
Exhibit 17.2
| From: | Bandel Carano (Board) | |
| To: | eric stonestrom; Glenn Laxdal; Scot Jarvis (Board); Tom Huseby (Board); Michael Flynn; Mathew Oommen (Board); Marc Heimowitz | |
| Cc: | David Brant; Chris Riley | |
| Subject: | My resignation from Airspan’s BoD | |
| Date: | Friday, December 22, 2023 4:04:03 PM |
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Dear remaining Airspan Board members,
After 20 years of service on the Airspan Board of Directors and a passionate advocate for the company’s 4G/5G small cell and Open RAN innovation efforts, I unfortunately and reluctantly submit my resignation effective immediately. For the same reasons our esteemed director Divya Seshamani recently resigned, I simply am unable to remain a director due to extreme asymmetry of critical information disclosure to directors especially as it pertains to Fortress controlled strategic liquidation activities. Thank you and best of luck, Bandel
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