8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 11, 2014

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 001-35155
(Commission File Number) 95-4856877
(I.R.S. Employer
Identification Number)

10960 Wilshire Blvd., Suite 800

Los Angeles, California 90024

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (310) 586-5180

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers.

(d)On July 11, 2014, our Board of Directors appointed Lance Rosenzweig to our Board of Directors to fill a vacancy as a director in Class I, to serve until our 2015 annual meeting of stockholders or until his successor is duly elected and qualified.  In addition, our Board of Directors appointed Mr. Rosenzweig to the Audit Committee of our Board of Directors.

Mr. Rosenzweig’s compensation will be consistent with that provided to all of our non-employee directors, as described in the our most recent proxy statement filed with the Securities and Exchange Commission on April 23, 2014.

There is no arrangement or understanding under which Mr. Rosenzweig was appointed other than as described in this Item 5.02(d). There are no transactions involving Mr. Rosenzweig requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01.  Regulation FD Disclosure.

On July 17, 2014, we issued a press release announcing Mr. Rosenzweig’s appointment to our Board of Directors as discussed in Item 5.02(d) of this Form 8-K.  A copy of our press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.  Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Boingo Wireless, Inc. Press Release dated July 17, 2014

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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.

	BOINGO WIRELESS, INC.
DATE: July 17, 2014	By:	/s/ Peter Hovenier
		Peter Hovenier
		Chief Financial Officer and Secretary

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EX-99.1

Exhibit 99.1

BOINGO WIRELESS APPOINTS LANCE ROSENZWEIG TO BOARD OF DIRECTORS

LOS ANGELES — July 17, 2014 — Boingo Wireless (NASDAQ: WIFI), the leading DAS and Wi-Fi provider that serves consumers, carriers and advertisers worldwide, today announced the appointment of Lance Rosenzweig as an independent member of the company’s Board of Directors, effective immediately.

Mr. Rosenzweig is the Chief Executive of Aegis USA and brings more than 20 years of executive leadership experience managing and accelerating revenue growth for public and private companies across the wireless, mobile, finance and business process outsourcing (BPO) industries. Mr. Rosenzweig was a pioneer of the highly profitable business process outsourcing industry as founder and CEO of Los Angeles-based PeopleSupport, which was acquired by Aegis USA in 2008. In addition to his role as CEO of Aegis USA, he serves on the boards of technology and mobile companies Quality Systems Inc. (NASDAQ: QSII) and Apptera Inc.

“Lance’s decades of experience in leading and advising highly successful public companies in the technology and wireless sectors will help us develop strategies and scale our business, including our significant opportunities in cellular Distributed Antenna System networks, Wi-Fi advertising, military broadband and IPTV, and Wi-Fi carrier offloading,” said David Hagan, CEO of Boingo Wireless.

About Boingo Wireless

Boingo Wireless, Inc. (NASDAQ: WIFI) helps the world stay connected.  Our vast footprint of small cell networks cover more than a million DAS and Wi-Fi locations and reaches more than 1 billion consumers annually — in places as varied as airports, stadiums, universities, and military bases. For more information about the Boingo story, visit www.boingo.com.

Contact:

Boingo Wireless, Inc.

Katie O’Neill

Phone: 310-689-1163

Email: koneill@boingo.com

Boingo, Boingo Wireless, the Boingo Wireless Logo and Don’t Just Go. Boingo are registered trademarks of Boingo Wireless, Inc. All other trademarks are the properties of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks” “believes,” “estimates,” “expects” and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingo’s strategic plans and future guidance. Forward-looking statements are based on the company’s current expectations and assumptions regarding its business, the economy and other future conditions. Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The company’s

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actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, as well as other risk and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (“SEC”), including Boingo’s Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014, and Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 12, 2014. Any forward-looking statement made by Boingo in this press release speaks only as of the date on which it is made. Factors or events that could cause the company’s actual results to differ may emerge from time to time, and it is not possible for Boingo to predict all of them. Boingo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.