Filed Pursuant to Rule 424(b)(3)
Registration No. 333-267477
Prospectus Supplement No. 6
(To Prospectus dated October 6, 2022)
QUALTEK SERVICES INC.
3,589,000 Shares of Class A Common Stock
306,000 warrants by the Selling Stockholders
Senior Convertible Notes due 2027 by the Selling Noteholders
Up to 31,104,034 Shares of Class A Common Stock Underlying 2027
Convertible Notes
This prospectus supplement
is being filed to update and supplement the information contained in the prospectus dated October 6, 2022 (the “Prospectus”),
related to (a) the resale from time to time of (i) up to 3,589,000 shares of Class A common stock, $0.0001 par value, of QualTek Services
Inc. (“Class A Common Stock”) including 306,000 shares of Class A Common Stock issuable upon the exercise of
Private Placement Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share (“warrants”)
and (ii) 306,000 warrants by the selling security holders named in this prospectus (each a “Selling Stockholder,”
and, collectively, the “Selling Stockholders”), (b) the resale from time to time
of up to $124,685,000 in aggregate principal amount of senior convertible notes due 2027 (the “2027 Convertible Notes”)
by the selling holders named in this prospectus (the “Selling Noteholders” and, together with the Selling Stockholders,
the “Selling Securityholders”) and (c) the resale from time to time of up to 31,104,034 shares of our Class
A Common Stock issuable upon conversion of the 2027 Convertible Notes by the Selling Noteholders (all undefined
capitalized terms are as defined in the Prospectus), with the information contained in our Current Report on Form 8-K, filed with the
Securities and Exchange Commission (the “SEC”) on February 22, 2023 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement updates
and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination
with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the
Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely
on the information in this prospectus supplement.
Our Class A Common Stock and warrants
are traded on The Nasdaq Capital Market under the symbols “QTEK” and “QTEKW,” respectively. On February 22, 2023,
the closing price of our Class A Common Stock and warrants were $0.44 and $0.0331, respectively.
We are an “emerging growth company”
as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.
Investing in our Class A Common Stock, warrants
and 2027 Convertible Notes is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page
17 of the Prospectus and in any applicable prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 22,
2023.
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):
February 15, 2023
QualTek Services Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware |
|
001-40147 |
|
83-3584928 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
(Address of Principal Executive Offices, and
Zip Code)
(484)
804-4585
(Registrant’s Telephone Number, Including
Area Code)
None
(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:
|
¨ |
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 |
Class A Common Stock |
QTEK |
The Nasdaq Stock Market LLC |
Warrants |
QTEKW |
The Nasdaq Stock Market LLC |
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 x
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Roger Bulloch as a Director
On February 15, 2023, Roger Bulloch, a member of the Board of Directors
(the “Board”) of QualTek Services Inc., a Delaware corporation (the “Company”), notified the Company that he was
resigning from the Board, effective immediately. Mr. Bulloch’s resignation is not the result of any disagreement with the Company
relating to its operations, policies or practices or with its Board or management.
Election of Alan J. Carr as a Director
On February 15, 2023, the Board elected Alan J. Carr as an independent
director of the Company, effective immediately, to fill the vacancy created by Mr. Bulloch’s resignation, with a term expiring at
our annual meeting of stockholders in 2024 or until his successor is duly elected and qualified
or until his earlier resignation, removal or death. The Board also appointed Mr. Carr to serve as the chairman of a special committee
of the Board, which has been established to review and approve strategic and financial initiatives.
Mr. Carr will be compensated pursuant to an independent director agreement,
under which he will be paid a monthly fee of $40,000, and an additional $7,500 per day for every day he devotes more than four hours of
time, outside of Board meetings, for meetings or activities outside the scope of normal Board duties.
Mr. Carr is an experienced fiduciary and investment professional with
over 25 years of experience around financially distressed companies. He has vast experience investing in and leading complex financial
restructurings and M&A transactions as well as serving on boards of directors of distressed
and reorganized businesses around the globe.
The Board determined that Mr. Carr is an independent director within
the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the Securities and Exchange Commission
thereunder and the listing standards of the Nasdaq Capital Market. There are no arrangements or understandings between Mr. Carr and any
other person in connection with his appointment as director of the Company, and there are no transactions or relationships between Mr.
Carr and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
Exhibit |
|
Description |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
|
QUALTEK SERVICES INC. |
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|
|
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Date: February 22, 2023 |
By: |
/s/ Christopher S. Hisey |
|
Name: |
Christopher S. Hisey |
|
Title: |
Chief Executive Officer |
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