Current Report Filing (8-k)
March 02 2020 - 4:38PM
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): February
25, 2020
PARETEUM CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-35360
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95-4557538
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1185 Avenue of the Americas, 37th Floor
New York, NY 10036
(Address of principal executive offices)
(Zip Code)
(212) 984-1096
(Registrant's telephone number, including
area code)
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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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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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. ¨
Securities 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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Item 1.01.
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Entry into a Definitive Material Agreement
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On February 25, 2020,
Pareteum Corporation (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”)
with certain investors for the issue and sale of shares (the “Shares”) of its 8% Series C Redeemable Preferred Stock
(the “Series C Preferred Stock”) for an aggregate purchase price of $3,750,000 at a purchase price of $100,000 per
Share.
The foregoing description
is qualified in its entirety by the terms of the Form of Subscription Agreement, which is incorporated herein by reference and
attached hereto as Exhibit 10.1.
The representations,
warranties and covenants contained in the Subscription Agreement were made solely for the benefit of the parties to Subscription
Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreement is
incorporated herein by reference only to provide investors with information regarding the terms of the Subscription Agreement and
not to provide investors with any other factual information regarding the Company or its business.
Item 3.02.
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Unregistered Sales of Equity Securities
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The disclosure set
forth in Item 1.01 of this Current Report is incorporated in this Section 3.02 by reference. The Company is relying on the exemptions
from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation
S under the Securities Act for purposes of the private placement of the Shares. The Shares have not been and will not be registered
under the Securities Act or any applicable securities laws of any state of the United States and may not be offered or sold in
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or
persons in the United States absent registration or an applicable exemption from such registration requirements.
Item 3.03.
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Material Modifications to Rights of Security Holders
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As previously disclosed,
on December 10, 2019, the Company filed a Certificate of Designation, Preferences, and Rights of the Series C Preferred Stock (the
“Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing and designating the
rights, powers and preferences of the Series C Preferred Stock. The Company designated 255 shares of Series C Preferred Stock having
a stated value of $100,000 per share (the “Stated Value”). Non-cumulative dividends shall be paid on each share of
the Series C Preferred Stock at a rate of 8% per annum of the Stated Value. The Series C Preferred Stock will rank senior to the
common stock of the Company with respect to dividend rights, or rights upon liquidation, dissolution or winding up of the Company.
Upon any liquidation event, the holders of the Series C Preferred Stock are entitled to be paid out of the assets of the Company
legally available for distribution to its stockholders a liquidation preference of $0.00001 per share, plus an amount equal to
any unpaid dividends to and including the date of payment, but without interest, before any distribution of assets is made to holders
of the Company’s common stock, or any other class or series of stock. The Series C Preferred Stock will have no voting rights
except as required by law. On a one-year anniversary of the date of issuance of the Series C Preferred Stock, the Company shall
redeem, out of funds legally available to the Company, all outstanding shares of Series C Preferred Stock at a price per share
equal to 112.5% of the Stated Value. The Shares are not convertible into other securities of the Company.
The foregoing description
is qualified in its entirety by the terms of the Certificate of Designation, which is incorporated herein by reference and attached
hereto as Exhibit 3.1.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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The information concerning
the Subscription Agreement, the Certificate of Designation and the terms, rights, obligations and preferences of the Series C Preferred
Stock set forth under Items 1.01 and 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 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: March 2, 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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