Exhibit 2.5 22 Years of Unanswered Questions
A buried SEC document—Exhibit 2.5—has emerged at the center of a federal investigation into Cogent Communications’ 2003 acquisition of FNSI. Whistleblower David J. Koch reveals omitted schedules, reassigned voting rights, and unsustainable dividend practices. The statute of limitations has reset, triggering renewed scrutiny.
- (1888PressRelease) April 23, 2025 - WASHINGTON - In February 2003, Cogent Communications acquired Fiber Network Solutions, Inc. (FNSI) via an "asset purchase" structure. A buried page in Cogent's SEC filing—Exhibit 2.5—is now considered the most dangerous document in the company's public history.
Exhibit 2.5 references six critical schedules—all marked "omitted":
Schedule A: Assumed Contracts
Schedule B: Assumed Liabilities
Schedule C: Releases
Schedule D: FNSI NOC Inventory
Attachment A1/B2: Customer Contracts
Exhibit 1: Option Agreement Form
"These are the schedules that show who got paid, what liabilities were shifted, and who signed off," says whistleblower David J. Koch, FNSI co-founder. "That's not a red flag—it's a six-lane freeway of fraud indicators."
SEC Filing:
https://www.sec.gov/Archives/edgar/data/1158324/000104746903011242/a2106111zex-2_5.htm
Newly uncovered evidence resets the statute of limitations to March 2025, renewing legal scrutiny of the deal after 22 years.
At the time, Koch was medically incapacitated. Digital forensics confirm that William J. Kelly, Esq.—a terminated attorney stripped of FNSI stock options—authored a proxy reassigning Koch's voting rights to Kyle Bacon one day before the board vote, with no board approval or legal review.
There was no public notice or press release. Instead, the deal was quietly acknowledged on an internal Cogent site quoting Bacon—excluding Koch, then FNSI's CEO and majority shareholder.
"You don't just forget the CEO," Koch says. "You erase him—when he'd never approve the deal and you want to erase his 1.2 million shares."
Two Red Flags No Investor Can Ignore
1. Exhibit 2.5 concealed who got paid, what liabilities were assumed, and who authorized the deal.
2. Cogent's dividend yield is 7.81%. With only $0.69 EPS and a $1.005 annual dividend, it pays over 145% of income—an unsustainable rate without debt or asset liquidation.
"The higher the dividend, the deeper the deception," Koch says. "It's a smokescreen designed to calm markets while hiding what's buried."
Key Questions Raised
1. Who got paid—and how much?
2. Why were all payment schedules omitted?
3. Who authorized a terminated lawyer to act for an incapacitated CEO?
4. Why was the acquisition excluded from investor materials?
5. Was Ion Partners LLC—formed 23 days later—used to distribute proceeds?
Exhibit 2.5 remains uncorrected and is now central to a federal investigation involving the FBI, SEC, and IRS-CI.
⸻
Media Contact
David J. Koch
Federal Whistleblower – FNSI Fraud Case
dave ( @ ) FiberNetworkSolutions dot net
(614) 364-4085 (Text or email preferred)
Contact
Fiber Network Solutions
###
space
space
Satisfied Users & 
Approved Press Releases
Print
Email
Report Spam