Current Report Filing (8-k)
October 15 2020 - 3:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 14, 2020
Pareteum Corporation
(Exact name of Registrant as Specified
in Charter)
Delaware
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001-35360
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95-4557538
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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1185 Avenue of the Americas, 2nd Floor
New York, NY 10036
(Address of principal executive
offices) (Zip Code)
(646) 975-0400
(Registrant's telephone number, including
area code)
Securities registered or to be registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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TEUM
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NASDAQ
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ¨
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 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 14, 2020,
Pareteum Corporation (the “Company”) received a letter (the “Letter”) from the Hearings Panel
(the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Panel was extending
the deadlines by which the Company would be required to cure certain previously disclosed deficiencies under Nasdaq’s continued
listing rules. As previously disclosed, the Company has not yet filed with the SEC its Quarterly Report on Form 10-Q for the period
ended September 30, 2019, its amended Annual Report on Form 10-K/A for the year ended December 31, 2018, its Annual Report on Form
10-K for the year ended December 31, 2019 or its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020 and June 30,
2020 (collectively, the “Delinquent Filings”). The Company was unable to timely file the Delinquent Filings
due to its ongoing accounting evaluation and internal investigation into the source of the accounting errors and the pending restatement
of certain of the Company’s previously filed financial statements. Also as previously disclosed, the Company is not in compliance
with the $1.00 per share requirement for continued listing on The Nasdaq Capital Market, as set forth in Listing Rule 5550(a)(2)
(the “Bid Price Rule”).
The Panel had previously
granted the Company an exception with respect to the Delinquent Filings and the Bid Price Rule noncompliance, so long as it filed
certain of the Delinquent Filings on October 15, 2020 and certain of them on October 30, 2020, and that it regained compliance
with the Bid Price Rule by December 31, 2020. In the Letter, the Panel extended the Company’s exception, so long as the Company:
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files all Delinquent Filings with the
Securities and Exchange Commission by November 9, 2020; and
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regains compliance with the Bid Price
Rule by December 31, 2020.
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In order to fully
comply with the terms of this exception, the Panel stated that the Company must be able to demonstrate compliance with all requirements
for continued listing on Nasdaq. In the event the Company is unable to do so, its securities may be delisted from Nasdaq.
On October 15, 2020,
the Company issued a press release regarding the subject matter of this Current Report, a copy of which is attached as Exhibit
99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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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
hereunto duly authorized.
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PARETEUM CORPORATION
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Dated: October 15, 2020
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By:
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/s/ Laura W. Thomas
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Name: Laura W. Thomas
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Title: Interim Chief Financial Officer
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