Amendment: Tucows Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

Amendment to 8-K of 02/13/2025 true 0000909494 0000909494 2025-02-14 2025-02-14

 

 

 

 

 

 

Date of report (Date of earliest event reported): February 14, 2025

 

 

(Exact Name of Registrant Specified in Charter)

 

 

 

 

Registrant’s telephone number, including area code: (416) 535-0123

 

 

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

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).

 

 

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:

 

 

 

 

Explanatory Note
 

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Tucows Inc., (the “Company”) with the Securities and Exchange Commission on February 14, 2025 (the “Original Report”) and is being filed solely in order to update certain information contained in Exhibit 99.1 to the Original Report related to the Company’s financial statements. The Original Report otherwise remains unchanged.

 

 

On February 14, 2025, the Company filed a Current Report on Form 8-K with a press release announcing its earnings for the fourth quarter and year ended December 31, 2024 (the "Original Earnings Release"). A copy of the fully corrected press release (the “Amended Earnings Release”) is attached hereto as Exhibit 99.1, and supersedes the Original Earnings Release attached as Exhibit 99.1 to the Original Report filed February 14, 2025. Specifically, the Amended Earnings Release reflects a recognized subsequent event that reduced our previously disclosed non-cash impairment charge for property and equipment.

 

The previously disclosed impairment change amount for the fourth quarter and year ended December 31, 2024 was reduced by $2.81 million, reflecting updated valuation inputs. The revised non-cash impairment charge for property and equipment reduced the net loss for the Company for the fourth quarter of 2024 to $ (42.5 million), or a loss of $ (3.86) per share. The revised net loss for the full year 2024 was revised to $ (109.9 million), or a loss of $ (10.02) per share. As a result of the revision, certain other numbers were rounded down by $(1,000) for accuracy including Tucows and Ting gross profits for the fourth quarter 2024 and full year 2024, All numbers have been updated in the Amended Earnings Release and in other impacted reports for the fourth quarter and year ended December 31, 2024, including the unaudited financial statements.      

 

The information in this Current Report on Form 8-K  and Exhibit 99.1 is furnished to, and not filed with, the Securities and Exchange Commission and shall not be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

         

 

 

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.

 

 

 

 

Dated: March 13, 2025