Tucows Inc. Files 8-K: Material Agreement, Financials

TL;DR

Tucows signed a big deal, filed financials. Big news incoming.

AI Summary

On January 30, 2025, Tucows Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements with exhibits. The company, formerly known as Infonautics Inc. and Infonautics Corp., is incorporated in Pennsylvania and headquartered in Toronto, Ontario, Canada.

Why It Matters

This 8-K filing indicates a significant new agreement for Tucows Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Tucows Inc. (company) — Registrant
• Infonautics Inc. (company) — Former company name
• Infonautics Corp. (company) — Former company name
• January 30, 2025 (date) — Date of earliest event reported

FAQ

Filing Documents

• tcx20250204_8k.htm (8-K) — 42KB
• ex_774306.htm (EX-99.1) — 8KB
• 0001437749-25-002766.txt ( ) — 188KB
• tcx-20250130.xsd (EX-101.SCH) — 3KB
• tcx-20250130_def.xml (EX-101.DEF) — 12KB
• tcx-20250130_lab.xml (EX-101.LAB) — 15KB
• tcx-20250130_pre.xml (EX-101.PRE) — 12KB
• tcx20250204_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

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 establi

01 Regulation FD Disclosure

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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits. Exhibit No. Exhibit Title 99.1 Press Release of Tucows Inc., dated February 3, 2025 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

View Full Filing

View this 8-K filing on SEC EDGAR