Current Report Filing (8-k)
April 06 2017 - 12:37PM
Edgar (US Regulatory)
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):
March 31, 2017
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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100 Park Avenue
New York, NY 10017
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including
area code: (212) 984-1096
(Former Name or Former Address, if Changed
Since Last Report)
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 (see General Instruction
A.2. below:
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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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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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Item 1.01 Entry into a Material Definitive Agreement.
As
previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2017, on March
6, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”),
a wholly owned subsidiary of Pareteum Corporation (the “Company”), as Borrower, the Company, Pareteum North America
Corp., a Delaware corporation, Elephant Talk Group International B.V., an entity organized under the laws of the Netherlands, Corbin
Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC, a New York limited liability company, as administrative
agent and collateral agent for the Lender, entered into a Letter Agreement (the “Agreement”) to amend certain terms
of the credit agreement among the parties, dated November 17, 2014, as has been amended from time to time (as so amended, the “Amended
and Restated Agreement”). On March 31, 2017, the relevant parties entered into the formal amendment to the Amended and Restated
Agreement (the “Amendment”). Capitalized terms used herein but not otherwise defined shall have the meaning as set
forth in the Amended and Restated Credit Agreement.
Pursuant
to the Amendment, (i) the Maturity Date was extended to December 31, 2018; (ii) the amortization schedule was amended as follows:
Q1-17: $1,500,000; Q2-17: $1,500,000; Q3-17: $500,000; Q4-17: $500,000; Q1-18: $750,000; Q2-18: $750,000; Q3-18: $750,000; and
(iii) inserting a new definition of “2017 Equity Offering.” Additionally, the two warrants previously issued to the
Lender (the “Corbin Warrant”) and ACM Carry-I LLC (the “ACM Warrant” and, together with the Corbin Warrant,
the “Warrants”) were amended to (a) increase the aggregate amount of shares of common stock underlying the Corbin Warrant
to 1,229,100 and increase the aggregate amount of shares of common stock underlying the ACM Warrant to 216,900; (b) adjust the
exercise price of the Warrants to $1.305 per share; and (c) remove the anti-dilution sections (Sections 9(d) and 9(h)) of the Warrants.
Copies
of the Amendment, the amendment to the Corbin Warrant, and the amendment to the ACM Warrant, are filed as Exhibit 10.1, Exhibit
4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions
of the material terms of the Amendment, the amendment to the Corbin Warrant, and the amendment to the ACM Warrant are qualified
in their entirety by reference to Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively.
Item 3.02 Unregistered Sales of
Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K concerning the Agreement is incorporated herein by reference.
The issuance of the shares of the Company’s common stock under the Agreement is pursuant to an exemption from registration
under Section 4(a)(2) and Regulation D of the Securities Act.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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4.1
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Amendment No. 1 to Corbin Warrant, dated March 31, 2017
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4.2
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Amendment No. 1 to ACM Warrant, dated March 31, 2017
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10.1
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Amendment, dated March 31, 2017
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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.
Dated:
April 6, 2017
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PARETEUM CORPORATION
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By:
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/s/ Alexander Korff
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Name: Alexander Korff
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Title: General Counsel & Secretary
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