ConnectM Technology Solutions: enters amendment and issues convertible note

What happened

• The filing says that on Sep 28, 2026, ConnectM Technology Solutions, Inc. and Ascent Partners Fund LLC entered into Amendment No. 1 to the Securities Purchase Agreement dated Aug 31, 2026, and related transaction documents.
• The filing says the company issued a Senior Secured Convertible Promissory Note (Two-A) on Sep 28, 2026, with an original principal amount of $1,388,888.89 and a purchase price of $1,250,000.00.

Key details

• The Amendment deletes Section 4.1 (right of first refusal) and Section 4.2 (most favorable terms) upon the listing event and replaces them with “Reserved.” Exhibit A-2 and Schedule I to the Purchase Agreement were replaced.
• The Amended Notes (Note One and Note Three) as amended require that on the date of the listing event the company shall pay the holder 105% of the outstanding principal amount plus all accrued interest and other amounts due. Section 2(e) conversion into Series C preferred stock was replaced with “Reserved.”
• Note Two-A bears interest at 10% per annum (one year’s interest guaranteed), matures on Sep 28, 2027 (subject to automatic acceleration to the 30th day following the lock-up termination date), and reflects an original issue discount of $138,888.89. Prior to the listing event, Note Two-A is convertible at the holder’s option at the lower of $4.5885 or, during a default, 95% of the lowest VWAP during the five consecutive trading days prior to conversion, subject to a 9.99% beneficial ownership limitation; conversion is not permitted following the listing event.
• The Registration Rights Agreement was amended to define the filing date for the initial registration statement as the 60th day following the listing event and to limit registrable securities to common stock issued or issuable in connection with the warrants. The company also entered a lock-up agreement and a share purchase side letter with the purchaser on Sep 28, 2026.

Why it may matter

• Item 1.01 of the filing reports entry into a material definitive agreement (the Amendment) that modifies conversion, payment and registration terms and adds Note Two-A, a new senior secured convertible promissory note. Item 3.02 reports unregistered sales of equity securities in connection with the issuance of Note Two-A and related arrangements. The filing does not show why the insider traded or why the company acted.