UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35155
BOINGO WIRELESS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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95-4856877 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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10960 Wilshire Blvd., 23rd Floor |
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Los Angeles, California |
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90024 |
(Address of principal executive offices) |
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(Zip Code) |
(310) 586-5180
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller Reporting Company o |
(Do not check if a smaller reporting company) |
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Emerging Growth Company o |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of April 27, 2018, there were 41,816,097 shares of the registrants common stock outstanding.
Explanatory Note
Boingo Wireless, Inc. (the Company) is filing this Amendment No. 1 on Form 10-Q/A (this Amendment) to amend its Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the Quarterly Report), originally filed with the Securities and Exchange Commission (the SEC) on May 8, 2018. The purpose of this Amendment is to refile Exhibit 10.1, which was originally filed with the Quarterly Report, to conform such exhibit in response to comments provided by the staff of the SEC relating to the confidential treatment request previously filed by the Company with respect to Exhibit 10.1.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Quarterly Report or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Companys financial statements or any other disclosure contained in the Quarterly Report.
This Amendment is an exhibit-only filing. Except for the changes to Exhibit 10.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
Item 6. Exhibits
Exhibit |
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Incorporated by Reference |
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Filed | ||||
No. |
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Description |
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Form |
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Date |
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Number |
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Herewith |
3.1 |
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S-1 |
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03/21/2011 |
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3.2 |
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3.2 |
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Certificate of Amendment to the Certificate of Incorporation. |
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8-K |
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06/09/2017 |
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3.1 |
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3.3 |
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8-K |
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06/09/2017 |
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3.2 |
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10.1 |
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X | |
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31.1 |
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X | |
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31.2 |
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X | |
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32.1 |
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101 |
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The following financial information from the Quarterly Report on Form 10-Q of Boingo Wireless, Inc. for the quarter ended March 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017 for Boingo Wireless, Inc.; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 for Boingo Wireless, Inc.; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2018 and 2017 for Boingo Wireless, Inc.; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 for Boingo Wireless, Inc.; (v) Condensed Consolidated Statement of Stockholders Equity for Boingo Wireless, Inc.; and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.** |
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# Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. These portions have been submitted separately to the Securities and Exchange Commission.
* Previously furnished with our Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed on May 8, 2018.
** Previously filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed on May 8, 2018.
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 thereunto duly authorized.
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BOINGO WIRELESS, INC. | ||
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Date: July 20, 2018 |
By: |
/s/ DAVID HAGAN | |
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David Hagan | |
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Chairman of the Board and Chief Executive Officer | |
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(Principal Executive Officer) | |
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BOINGO WIRELESS, INC. | ||
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Date: July 20, 2018 |
By: |
/s/ PETER HOVENIER | |
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Peter Hovenier | |
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Chief Financial Officer | |
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(Principal Financial and Accounting Officer) |