Whistleblower Seeks SEC and Shareholder Review of Cogent Communications' 2003 Acquisition of FNSI
Ohio Pen/10295450

WASHINGTON - OhioPen -- — Whistleblower David J. Koch has released new documentation regarding Cogent Communications' 2003 acquisition of Fiber Network Solutions, Inc. (FNSI) while its President, CEO, Chairman and majority shareholder was medically incapaciated, raising red flags over missing SEC filings, governance failures, and an unsustainable dividend policy that now exceeds a 582% payout ratio.

As Cogent prepares for its Q1 earnings call on May 8, Koch is calling on investors, analysts, and regulators to scrutinize Exhibit 2.5 — a key acquisition document that was omitted in Cogent's S-1 registration filing — and its broader implications for shareholder transparency and legal accountability.

"If they try to ignore this on the earnings call, that's not caution — it's concealment," Koch said. "Exhibit 2.5 isn't redacted — it's missing. It concealed liability schedules, payment terms, and equity allocations — the foundation of a deal completed while I was medically incapacitated."

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Key Findings from the Whistleblower Report

• All schedules from Exhibit 2.5 were omitted from Cogent's SEC filings, including financial and equity details.
• No fairness opinions or shareholder notices accompanied the 2003 transaction.
• The proxy vote was authored by a terminated attorney, without board or shareholder approval.
• The dividend payout ratio exceeds 582%, raising red flags over financial policy and investor deception.
• Cogent has not disclosed whistleblower claims now under review by the FBI, IRS Criminal Investigation, and SEC.

SEC Archive Reference – Exhibit 2.5 Here:

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Full report and supporting materials Here:

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Questions for Cogent's May 8 Earnings Call

Governance and Legal Oversight

• Why were all acquisition schedules omitted from Exhibit 2.5?
• Was the acquisition independently valued or board-approved?
• Have shareholder materials or internal approvals been disclosed?

Dividend and Financial Risk

• With EPS at $0.69 (TTM), how is a $4.02 dividend sustainable?
• Does this dividend mask governance issues or buy silence?

Executive Conduct and Ongoing Exposure

• Has Cogent addressed whistleblower claims involving former executives' use of crypto, tax evasion, and asset concealment?
• Why, after receiving four written notices, has Cogent still refused to respond in any constructive way—stating only:

"You should not expect responses to your future correspondence. We will reply if and when we believe a reply is warranted." – John Chang, Chief Legal Officer, Cogent Communications

Read Notices and Dismissive Reply Here:

• Has the board considered the cybersecurity and reputational implications of unresolved acquisition-related misconduct?

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Final Note

Koch, a federal whistleblower and former CEO of FNSI, will attend Cogent's May 8 earnings call and encourages direct questions to CEO Dave Schaeffer during follow-up investor conferences on May 13 (J.P. Morgan) and May 14 (MoffettNathanson).

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SOURCE: Fiber Network Solutions, Inc.

DISCLAIMER: All individuals are presumed innocent unless proven guilty. Statements reflect the whistleblower's good-faith knowledge and are subject to further validation as investigations continue.