**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q/A**

**(Amendment No. 1)**

 

**x**      **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended March 31, 2018**

 

**OR**

 

**o**         **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                    to                   **

 

**Commission file number: 001-35155**

 

**BOINGO WIRELESS, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                               |   | **95-4856877**      |
|--------------------------------------------|--------|---------------------|
| (State or other jurisdiction of            |   | (I.R.S. Employer    |
| incorporation or organization)             |   | Identification No.) |
|                                       |   |                |
| **10960 Wilshire   Blvd., 23rd Floor**     |   |                |
| **Los Angeles,   California**              |   | **90024**           |
| (Address of principal executive   offices) |   | (Zip Code)          |

 

**(310) 586-5180**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o                       |   | Accelerated filer x         |
|-------------------------------------------------|--------|-----------------------------|
|                                            |   |                        |
| Non-accelerated filer o                         |   | Smaller Reporting Company o |
| (Do not check if a smaller   reporting company) |   |                        |
|                                            |   | Emerging Growth Company o   |

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  o  No  x

 

As of April 27, 2018, there were 41,816,097 shares of the registrant’s common stock outstanding.

 

 

 

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**Explanatory Note**

 

Boingo Wireless, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the “Quarterly Report”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2018. The purpose of this Amendment is to refile Exhibit 10.1, which was originally filed with the Quarterly Report, to conform such exhibit in response to comments provided by the staff of the SEC relating to the confidential treatment request previously filed by the Company with respect to Exhibit 10.1.

 

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Quarterly Report or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Quarterly Report.

 

This Amendment is an exhibit-only filing.  Except for the changes to Exhibit 10.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.

 

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**Item 6.  Exhibits**

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | **Incorporated by Reference** | ** ** | **Filed**  |
|-------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|------------|
| **No.**     | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Form**                                | ** ** | **Date**   | ** ** | **Number** | ** ** | **Herewith** |
| 3.1         |       | Amended   and Restated Certificate of Incorporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       | S-1                                     |       | 03/21/2011 |   | 3.2 |   |   |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 3.2         |       | Certificate   of Amendment to the Certificate of Incorporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 8-K                                     |       | 06/09/2017 |   | 3.1 |   |   |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 3.3         |       | Amended   and Restated Bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 8-K                                     |       | 06/09/2017 |   | 3.2 |   |   |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 10.1        |       | 2018 Amendment to License Agreement for   Wireless Communications Access System between City of Chicago and Chicago   Concourse Development Group, LLC, dated as of March 31, 2018.#                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                    |       |       |   |   |   | X |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 31.1        |       | Certification of David Hagan, Chief   Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                    |       |       |   |   |   | X |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 31.2        |       | Certification of Peter Hovenier, Chief   Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                    |       |       |   |   |   | X |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 32.1        |       | Certifications   of David Hagan, Chief Executive Officer, and Peter Hovenier, Chief Financial   Officer, pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                                    |       |       |   |   |   |   |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                    |       |       |   |   |   |   |
| 101         |       | The following financial information from the Quarterly Report on   Form 10-Q of Boingo Wireless, Inc. for the quarter ended   March 31, 2018, formatted in XBRL (eXtensible Business Reporting   Language): (i) Condensed Consolidated Balance Sheets at March 31,   2018 and December 31, 2017 for Boingo Wireless, Inc.;   (ii) Condensed Consolidated Statements of Operations for the three   months ended March 31, 2018 and 2017 for Boingo Wireless, Inc.;   (iii) Condensed Consolidated Statements of Comprehensive Income (Loss)   for the three months ended March 31, 2018 and 2017 for Boingo   Wireless, Inc.; (iv) Condensed Consolidated Statements of Cash   Flows for the three months ended March 31, 2018 and 2017 for Boingo   Wireless, Inc.; (v) Condensed Consolidated Statement of   Stockholders’ Equity for Boingo Wireless, Inc.; and (vi) the Notes   to Condensed Consolidated Financial Statements, tagged as blocks of text.** |       |                                    |       |       |   |   |   |   |

 

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#                                         Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. These portions have been submitted separately to the Securities and Exchange Commission.

 

*                                         Previously furnished with our Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed on May 8, 2018.

 

**                                  Previously filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed on May 8, 2018.

 

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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 thereunto duly authorized.

 
| ** **                 | **BOINGO   WIRELESS, INC.** |
|----------------------------|----------------------------------|
|                       |                             |   |   |
| Date:   July 20, 2018 | By:                              | /s/   DAVID HAGAN |
|                       |                             | David   Hagan |
|                       |                             | Chairman   of the Board and Chief Executive Officer |
|                       |                             | (Principal   Executive Officer) |
|                       |                             |   |   |
| ** **                 | **BOINGO   WIRELESS, INC.** |
|                       |                             |   |   |
| Date:   July 20, 2018 | By:                              | /s/   PETER HOVENIER |
|                       |                             | Peter   Hovenier |
|                       |                             | Chief   Financial Officer |
|                       |                             | (Principal   Financial and Accounting Officer) |

 

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