false 0000909494 0000909494 2025-01-30 2025-01-30
 
 
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): January 30, 2025
 
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)
  
 
Registrant’s telephone number, including area 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 1.01      Entry into a Material Definitive Agreement.
 
On January 30, 2025, Wavelo, Inc., a Delaware corporation (“Wavelo”) and Tucows Inc., a Pennsylvania corporation (“Tucows”) on the one hand, and DISH Wireless L.L.C., a Colorado limited liability company (“DISH”) on the other hand, entered into a Renewal of and Sixth Amendment to the Mobile Virtual Network Enabler Master Services Agreement ("Sixth Amendment"), effective January 1, 2025. 
 
Wavelo is a wholly-owned subsidiary of Tucows. DISH is a wholly-owned subsidiary of EchoStar Corporation.
 
Wavelo and DISH (the "Parties") entered into the initial Mobile Virtual Network Enabler ("MVNE") Master Services Agreement (the “MSA”), as of August 1, 2020 (as amended by the First Amendment to the MSA (the “First Amendment”), effective September 9, 2021; the Second Amendment to the MSA (the “Second Amendment”), effective December 31, 2021; the Third Amendment to the MSA (the “Third Amendment”), effective July 26, 2022; the Fourth Amendment to the MSA (the “Fourth Amendment”), effective January 1, 2023; the Fifth Amendment to the MSA (the “Fifth Amendment”) effective January 1, 2024, for Wavelo to provide certain mobile enabling services to DISH.

The Parties renewed and amended the MSA to account for DISH’s changed needs, expectations, and technical requirements around the Scope of Work described in Schedules of the MSA and provide revised financial terms to reflect such mutually agreed upon changes.
 
This amendment:
 
 
●
Extends the MSA for an additional four-year term, implementing a revised fee structure based on DISH's subscriber volumes, with annual automatic renewals thereafter unless terminated with 90 days' notice.
 
●
Updates the Scope of Work, Service Levels, and Performance Targets to reflect DISH’s revised requirements.
 
●
Includes provisions for business continuity, requiring Wavelo to ensure uninterrupted service in case of operational discontinuation, with escrow arrangements for service system access, and establishes a parent guarantee by Tucows Inc. for Wavelo’s performance against these business continuity terms.
 
Item 7.01      Regulation FD Disclosure.
 
On February 3, 2025, the Company issued a press release regarding the renewal of the MSA.
 
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of the Company.
 
Cautionary Statement Regarding Forward-Looking Statements
 
Statements in this Current Report on Form 8-K and in any exhibits furnished or filed herewith that relate to the Company’s future plans, objectives, expectations, performance, events and the like may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “likely,” “could,” “should,” “project,” “could,” “plan,” “goal,” “potential,” “pro forma,” “seek,” “estimate,” “intend” or “anticipate” or the negative thereof, and may include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding objectives, expectations or consequences of the securitized financing facility, and statements about the future performance, operations, products and services of the Company. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including uncertainties regarding the proceeds from the securitized financing facility, uncertainties relating to the Company’s future costs, Ting Fiber, LLC’s role as an arms-length manager and other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, including under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. All forward-looking statements speak only as of the date hereof and are based on current information, expectations and estimates and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results and events to vary materially from what is expressed in or indicated by the forward-looking statements. In such an event, the Company’s business, financial condition, results of operations or liquidity could be materially adversely affected and investors in the Company’s securities could lose part or all of their investments. Readers are strongly urged to read the full cautionary statements contained in those materials. The Company assumes no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.
 
Item 9.01.  Financial Statements and Exhibits.
 
(a)        Not Applicable.
 
(b)        Not Applicable.
 
(c)        Not Applicable.
 
(d)        Exhibits.
 
Exhibit No.
  
Exhibit Title
     
99.1
  
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
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: Feb 4, 2025
 
TUCOWS INC.
 
 
 
 
 
 
By:
/s/ Ivan Ivanov
 
Name:
Ivan Ivanov
 
Title:
Chief Financial Officer
 
3

Exhibit 99.1

 

Wavelo Secures Four-Year Contract Renewal with EchoStar

New contract extends partnership between Wavelo and inaugural customer,

EchoStar’s Boost Mobile

 

TORONTO—February 3, 2025—Wavelo—a global leader in event-driven software solutions for telecom—has renewed a four-year contract to provide its innovative solutions for EchoStar’s Boost Mobile–a wireless carrier that stands for consumer choice, delivering simpler, more flexible plans and a reliable Boost Mobile Network, offering 99% coverage across the U.S. at the best value.

 

The new contract extends the partnership forged in 2020 when Wavelo launched as a cloud-based software platform that empowers telecom providers with flexible, scalable solutions for network and subscriber management. Since then, Boost Mobile has implemented a robust consumer wireless platform leveraging Wavelo’s software, enabling critical ordering, billing and provisioning functions for a seamless customer experience.

 

“Wavelo is pleased to continue its support of Boost Mobile—the newest nationwide network in the U.S. offering the best value for wireless service,” said Justin Reilly, CEO of Wavelo. “We are pleased to support their continued growth with our robust platform and look forward to building on the success we’ve achieved together already.”

 

Further information will be provided in Tucows’ Q4 2024 management remarks, to be issued Thursday, February 13, 2025, on the Tucows investor site.

 

About Wavelo

Wavelo, a subsidiary of Tucows (NASDAQ: TCX, TSX: TC), empowers communications service providers worldwide with a suite of cloud-based, data-forward software solutions designed to solve the telecom industry’s most persistent challenges. Engineered to provide extraordinary agility and flexibility, our platform seamlessly connects and automates disparate business and operational systems within operators' existing infrastructures. We’re redefining telecom operations to help providers focus on providing a transformative customer experience. Learn more at wavelo.com.

 ‍

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.

 

Contact:

Investor inquiries:

Monica Webb

647.898.9924

mwebb@tucows.com

 

Media inquiries:

Madeleine Stoesser

mstoesser@tucows.com

  

                                    

                                                               

 

 
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Document And Entity Information
Jan. 30, 2025
Document Information [Line Items]  
Entity, Registrant Name TUCOWS INC.
Document, Type 8-K
Document, Period End Date Jan. 30, 2025
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
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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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