WaveTech GmbH signed a definitive agreement to acquire Spectrum Global Solutions, Inc. (OTCPK:SGSI) in a reverse merger transaction on July 15, 2019. The acquisition shall be effected through a sale and exchange of shares plus cash provided to Spectrum. The merger of WaveTech into the Company shall be effected through a sale and exchange of shares and cash.

Pursuant to the Purchase Agreement, in exchange for shares of common stock of Spectrum, Spectrum will acquire all right, title and interest in all of the issued and outstanding shares of stock of WaveTech. Spectrum will also receive $3 million in cash at or before consummation of the transactions contemplated by the Purchase Agreement (the “Transactions”). Upon consummation of the Transactions, the current WaveTech shareholders will beneficially own a majority of the outstanding shares of Spectrum.

The Purchase Agreement also contains certain termination rights for both the Company and WaveTech, including that the Company or WaveTech may terminate the Purchase Agreement if WaveTech has not acquired (i) fifty one percent (51%) of the issued and outstanding shares of WaveTech by the date that is ninety (90) days following the date of the Purchase Agreement and (ii) ninety percent (90%) of the issued and outstanding shares of WaveTech by March 31, 2020. Upon consummation of the Transactions, the Company's board of directors will expand to include two new board members from WaveTech. H. Wayne Cooper of Doerner Saunders Daniel & Anderson acted as legal advisor to WaveTech and M. Ali Panjwani of Pryor Cashman LLP acted as legal advisor to Spectrum Global.