MACT 8-K
MachTen, Inc. (MACT)
8-K
2024-02-07
For: 2024-02-07
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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(Exact Name of Registrant as Specified in Its Charter)
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (855 ) 642-4227
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(Former name or former address if changed since last report)
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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 follow provisions:
Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
Item 8.01 Other Events.
On February 7, 2024, the Company issued a press release announcing that it had filed Form 15 with the SEC and shared certain
financial information. A copy is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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The following exhibits are being filed herewith:
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Exhibit
No.
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Description
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Press Release dated February 7, 2024.
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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.
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MACHTEN, INC.
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Dated: February 7, 2024
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By:
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/s/ Daniel M. Miller
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Name:
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Daniel M. Miller
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Title:
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Chairman and Chief Executive Officer
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Exhibit 99.1
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1516 Barlow Street, Suite D
Traverse City, MI 49686
www.machteninc.com
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For Immediate Release:
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Contact:
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Dan Miller
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Chief Executive Officer
(914) 921-5193
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MachTen, Inc. Discontinues Registration of Common Stock
Traverse City, Michigan, February 7, 2024 – MachTen, Inc. (“MACT” or the “Company”) (OTC: MACT) today announced that it has filed Form 15 with the Securities &
Exchange Commission to voluntarily deregister its common stock.
Effective immediately, MachTen’s obligations under the Exchange Act, including the filing of all reports on Forms 8-K, 10-Q and 10-K will be suspended. MachTen will
endeavor to continue providing quarterly and annual financial results in a timely manner via its website. MachTen anticipates its common stock will continue to trade on the OTC Pink Marketplace.
MachTen’s Board has determined that the costs associated with operating as a registered public company outweigh any advantages to its shareholders at this time. The
Board’s decision was based on a careful review of numerous factors, including the significant legal, audit and other expenses associated with preparing and filing periodic reports with the SEC.
The Board also believes resources can be better allocated towards core business operations compared to the substantial demands on management’s time under the
Sarbanes-Oxley Act of 2002 and SEC rules.
As previously communicated, MachTen is in the early stages of making significant investments in its incumbent network and in strategic growth markets, funded in part by
participation in Enhanced-ACAM and the award of several ReConnect America grants.
For the full year ending December 31, 2023, MachTen expects total company revenue to be approximately $16.0 million compared to $15.8 million in 2022. Non-regulated
revenue, driven by growth in broadband internet services, is expected to be approximately $3.9 million in 2023, up from $3.6 million in 2022. Fiber passings are on track to approach 9,000 by the end of 2024, up from approximately 5,000 at the end
of 2023, and less than 1,500 at the beginning of 2023. MachTen will issue further details on its financial results as soon as practicable.
About MachTen, Inc.
MachTen is a holding company for Michigan Broadband, Upper Peninsula Telephone Company (UPTC), Michigan Central Broadband Company (MCBC), and Alpha Communications.
MachTen’s subsidiaries provide broadband internet access and communications services, including voice, video, home automation and managed hosting services. Investors should refer to our 10-Q and other filings that have been posted to www.machteninc.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They
use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these
include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions
within the bounds of what we currently know about our business and operations, the economy, and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should
proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult
to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that may cause our actual results to differ from our
expectations include risks associated with the duration and scope of the ongoing coronavirus pandemic resulting in volatile market conditions, a decline in the securities markets that adversely affect our assets under management, negative
performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions
of these and other risks, uncertainties and other important factors contained in our Annual Report and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to
predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as
may be required by law.