Current Report Filing (8-k)
October 27 2020 - 3:34PM
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 27, 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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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. ¨
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Item 1.01.
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Entry into a Definitive Material Agreement.
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On October 27, 2020, Pareteum Corporation
(the “Company”) entered into an exchange agreement with each holder of the Company’s outstanding shares
of 8% Series C Redeemable Preferred Stock (the “Series C Preferred Stock”) with whom the Company had not yet
previously entered into such an agreement (each such agreement, an “Exchange Agreement”). Under each Exchange
Agreement, the Company and the investor party thereto agreed that such investor will exchange all of its shares of Series C Preferred
Stock for shares of the Company’s common stock (“Common Stock”), subject to the satisfaction of certain
conditions, including approval by the Company’s stockholders of the issuance of Common Stock, if then required by the rules
of the NASDAQ Stock Market, and the ability of the Company to issue shares of Common Stock not subject to restrictions on resale.
The number of shares of Common Stock issuable
upon exchange of the Series C Preferred Stock is determined by the application of a formula in which (i) the stated value of the
shares of Series C Preferred Stock being converted plus the value of any accrued and unpaid dividends plus, with
respect to certain agreed upon shares of the Series C Preferred Stock, a premium of 12.5% on the stated value is divided
by (ii) the conversion price of $0.70. The holders will have the option to cause the exchange to occur at any time before December
24, 2021 following the satisfaction of all conditions to the exchange set forth in the Exchange Agreement, including, if such exchange
does not occur by December 31, 2020, an added condition that the average trading price of the Common Stock be at least $0.60 per
share. After December 24, 2021, the Company may cause the exchange to occur or may redeem the shares for the redemption price provided
for in the Certificate of Designation.
There is no material relationship between
the Company or its affiliates and the purchasers other than in respect of the Exchange Agreements, except that each investor is
concurrently purchasing, and is currently a holder of, shares of Series C Preferred Stock. The foregoing description is qualified
in its entirety by the terms of the form of Exchange Agreement, which is incorporated herein by reference and attached hereto as
Exhibit 10.1.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On October 27, 2020,
Yves van Sante delivered notice of his resignation from the board of directors (the “Board”) of the Company.
His resignation was effective immediately upon delivery of the notice on such date. Mr. van Sante did not resign because of a disagreement
with the Company or the other members of the Board on any matter relating to the Company’s operations, policies, or practices.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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 27, 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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