8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 7, 2022

TUCOWS INC.
(Exact name of registrant as specified in its charter)

Pennsylvania	0-28284	23-2707366
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

96 Mowat Avenue, Toronto, Ontario, Canada	M6K 3M1
(Address of principal executive offices)	(Zip Code)

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

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 (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	TCX	NASDAQ

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 7.01. Regulation FD Disclosure.

On January 7, 2022, Ting Fiber, Inc. (“Ting”), an indirect wholly owned subsidiary of Tucows, Inc. (“Tucows”), issued a press release announcing that it is expanding into the Colorado Springs market as the initial anchor tenant on a city-wide fiber network owned by Colorado Springs Utilities (“CSU”), a municipally owned utility. Ting expects that CSU will begin construction of the fiber network by the third quarter of 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information disclosed under this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

In becoming the anchor tenant on a city-wide fiber network owned by CSU as disclosed in Item 7.01 above, Ting executed a definitive agreement with CSU for a 25-year lease (the “Lease”), dated December 17, 2021, for a fiber-to-the-home network. The Lease obligates Ting to pay a per month fee for addresses passed by the network, as they are passed and become serviceable for customers to connect to the network, and for certain fiber infrastructure, including colocation space.

Ting expects that the network under the Lease will surpass more than 200,000 addresses in Colorado Springs, CO.

In connection with the Lease Agreement, Tucows executed a Parent Guaranty, dated December 17, 2021, to fully and unconditionally guarantee the payment and performance of all of Ting’s obligations under the Lease.

Forward-Looking Statements

This report on Form 8-K includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our expectations regarding the construction of the fiber network by CSU and the number of addresses under the network. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect our business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to us as of the date they are made. We assume no obligation to update any forward-looking statements, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release issued by Ting Fiber, Inc. on January 7, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	TUCOWS INC. (Registrant)
Date: January 12, 2022	By:	/s/ Davinder Singh
		Name: Davinder Singh Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Ting Internet to become initial anchor tenant on Colorado Springs Utilities’ city-wide fiber network
National fiber internet leader expands its Colorado presence and announces its largest market to date

Jan. 7, 2022, COLORADO SPRINGS, Colo. — Today Ting Internet, a division of Tucows (NASDAQ: TCX, TSX: TC), announced that it is expanding into the Colorado Springs market as the initial anchor tenant on a city-wide fiber network owned by Colorado Springs Utilities.

Serving one of Colorado’s most populous cities, the not-for-profit municipal utility is building next-generation fiber infrastructure that will advance opportunities and improve technological resilience throughout the community for decades to come. Construction on the fiber network will begin by Q3 2022 and is expected to surpass more than 200,000 addresses, bringing modern fiber infrastructure to all of Colorado Springs Utilities’ customers.

“We are honored to support Colorado Springs Utilities; we believe strongly in their vision of scaling local infrastructure, investing in the community and driving prosperity through digital transformation,” said Jill Szuchmacher, executive vice president, Ting Internet. “At Ting, we have several proven operational models that we use to deliver better, more reliable internet to the communities we operate in. A tenant lease on Colorado Springs Utilities’ network benefits all parties involved and provides our team with an excellent opportunity to scale our Colorado presence while focusing our resources on delivering a best-in-class service that delights our customers.”

During the early phases of infrastructure deployment, Ting will focus its efforts on establishing a local presence, making vital connections with enterprises within the community and hiring a dedicated Colorado Springs team. The company expects to be providing fiber internet access to local businesses, enterprises and residents in 2023.

“​​Our core mission is to provide best-in-class utilities that meet the needs of our thriving community,” said Aram Benyamin, CEO, Colorado Springs Utilities. “Fundamental to our utility services is next-generation fiber connectivity. This non-exclusive network will provide the foundation for a prosperous and smart city of the future. Based on their excellent track record here in Colorado and across the country, we believe that Ting is the ideal initial tenant to help our community experience the true benefits of fiber connectivity.”

To learn more about Ting Internet, its services or the areas in which it operates, please visit tinginternet.com/coloradosprings.

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About Ting Internet

Ting Internet provides Crazy Fast Fiber Internet® in select U.S. towns and cities. Ting Internet is committed to net neutrality and the open internet. More than that, Ting Internet is committed to being a part of improving the communities it serves by supporting and championing local good works. Ting Internet sponsors local programs, events, foundations, festivals, charities, and public services everywhere we go, investing in the future of the towns we serve.

About Tucows

Tucows is a provider of Fiber Internet Services, Mobile Services, Domain Name Services and other Internet services. Ting Internet (https://ting.com/internet) delivers fixed fiber Internet access with outstanding customer support. Tucows’ mobile services enabler (MSE) platform provides network access, provisioning and billing services for mobile virtual network operators (MVNOs). OpenSRS (https://opensrs.com), Enom (https://www.enom.com) and Ascio (https://ascio.com) combined manage approximately 25 million domain names and millions of value-added services through a global reseller network of over 36,000 web hosts and ISPs. Hover (https://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (https://tucows.com).

Media Contact:

Madeleine Stoesser,

PR and Corporate Communications Lead, Tucows,

mstoesser@tucowsinc.com

Investor Contact:

Lawrence Chamberlain,
Loderock Advisors
lawrence.chamberlain@loderockadvisors.com

XML

Document And Entity Information	Jan. 07, 2022
Document Information [Line Items]
Entity, Registrant Name	TUCOWS INC.
Document, Type	8-K
Document, Period End Date	Jan. 07, 2022
Entity, Incorporation, State or Country Code	PA
Entity, File Number	0-28284
Entity, Tax Identification Number	23-2707366
Entity, Address, Address Line One	96 Mowat Avenue
Entity, Address, City or Town	Toronto
Entity, Address, State or Province	ON
Entity, Address, Country	CA
Entity, Address, Postal Zip Code	M6K 3M1
City Area Code	416
Local Phone Number	535-0123
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	TCX
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000909494