false 0000909494 0000909494 2024-02-22 2024-02-22
 
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):   February 22, 2024
 
TUCOWS INC.
(Exact Name of Registrant Specified in Charter)
 
Pennsylvania
 
0-28284
 
23-2707366
(State or Other
 
(Commission File
 
(IRS Employer
Jurisdiction of
 
Number)
 
Identification No.)
Incorporation)
 
 
 
 
 
96 Mowat Avenue, Toronto, Ontario, Canada
 
M6K 3M1
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
(416) 535-0123
 
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)
 
☐
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))
 
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 ☐
 
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. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock
  
TCX
  
NASDAQ
 
 
 
 
 
Item 8.01. Other Events
 
Stock repurchase program
 
Tucows Inc.’s board of directors authorized the repurchase of up to $40 million of the Company’s common stock at the Company’s discretion and issued a press release on February 22, 2024 announcing this stock repurchase program.
 
A copy of the press release is furnished as Exhibit 99.1 to this report pursuant to Item 8.01 and Regulation FD.
 
Item 9.01. Financial Statements and Exhibits.
 
(a)
Not Applicable.
(b)
Not Applicable.
(c)
Not Applicable.
(d)
Exhibits.
 
Exhibit Number
Exhibit
99.1 Press Release dated February 22, 2024 announcing the authorization by the Tucows board of directors of a stock repurchase program.
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SIGNATURE
 
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.
 
 
Date: February 26, 2024
TUCOWS INC.
   
   
 
By:
/s/ Davinder Singh
 
Name:
Davinder Singh
 
Title:
Chief Financial Officer
 
 

Exhibit 99.1

 

tucows01.jpg
tucows02.jpg

 

 

Tucows Announces $40 Million Stock Buyback Program

 

TORONTO, February 22, 2024 – Tucows Inc. (NASDAQ: TCX, TSX: TC) announced today that its Board of Directors has approved a stock buyback program to repurchase, from time to time if and as appropriate, up to $40 million of its common stock in the open market.

 

The new $40 million buyback program will commence February 23, 2024 and will terminate on or before February 22, 2025. Purchases for the new buyback program will be made exclusively through the facilities of the Nasdaq Capital Market. The previously announced $40 million buyback program, which commenced February 10, 2023, has been terminated.

 

Any shares purchased by Tucows under the stock buyback program will be retired and returned to treasury.

 

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

 

The purchase will be funded from available working capital and existing credit facilities. As of February 21, 2024, Tucows had 10,936,673 common shares outstanding.

 

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

 

About Tucows

Tucows helps connect more people to the benefit of internet access through communications service technology, domain services, and fiber-optic internet infrastructure. Ting (https://ting.com) delivers fixed fiber Internet access with outstanding customer support. Wavelo (https://wavelo.com) is a telecommunications software suite for service providers that simplifies the management of mobile and internet network access; provisioning, billing and subscription; developer tools; and more. Tucows Domains (https://tucowsdomains.com) manages approximately 25 million domain names and millions of value-added services through a global reseller network of over 35,000 web hosts and ISPs. Hover (https://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (https://tucows.com).

 

Tucows, Ting, Wavelo, and Hover are registered trademarks of Tucows Inc. or its subsidiaries.

 

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our expectations regarding our future financial results and, including, without limitation, our expectations regarding our ability to realize synergies from the Enom acquisition and our expectation for growth of Ting Internet. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.

 

Contact:

Monica Webb, Vice President, Investor Relations

647. 898.9924

mwebb@tucows.com

 

 
v3.24.0.1
Document And Entity Information
Feb. 22, 2024
Document Information [Line Items]  
Entity, Registrant Name TUCOWS INC.
Document, Type 8-K
Document, Period End Date Feb. 22, 2024
Entity, Incorporation, State or Country Code PA
Entity, File Number 0-28284
Entity, Tax Identification Number 23-2707366
Entity, Address, Address Line One 96 Mowat Avenue
Entity, Address, City or Town Toronto
Entity, Address, State or Province ON
Entity, Address, Country CA
Entity, Address, Postal Zip Code M6K 3M1
City Area Code 416
Local Phone Number 535-0123
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Title of 12(b) Security Common Stock
Trading Symbol TCX
Security Exchange Name NASDAQ
Amendment Flag false
Entity, Central Index Key 0000909494
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