CUSIP
No.
69946T207
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,550,573
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,475,573
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,550,573 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.9% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP
No.
69946T207
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,550,573
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,475,573
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,550,573 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.9% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP
No.
69946T207
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,550,573
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,475,573
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,550,573 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.9% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Item 1.
(a) Name of Issuer
Pareteum Corporation
(the
“
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
1185 Avenue of the Americas, 37
th
Floor
New York, NY 10036
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none,
Residence
(c) Citizenship
This Schedule 13G is being filed
on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“
Mr. Kopin
”),
(ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr. Asher
”) and (iii)
Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
” and together with Mr. Kopin and
Mr. Asher, collectively the “
Reporting Persons
”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
, pursuant to which the
Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of
Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of
Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, $0.00001 par value
per share, of the Issuer (the “
Common Stock
”).
(e) CUSIP Number
69946T207
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item
4. Ownership.
(a) and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on December 1, 2017 (the “
SPA
”)
(as disclosed by the Issuer with the Securities and Exchange Commission on December 1, 2017),
each of the Reporting Persons
may have been deemed
to have beneficial ownership of 3,575,573 shares of Common Stock
that
was to be
issued to Intracoastal at the closing of the transactions contemplated by the SPA,
and all such shares of Common Stock represented beneficial ownership of approximately
9.1
%
of the Common Stock,
based on (1)
35,773,620 shares of Common Stock outstanding as of December
1, 2017 prior to the execution of the SPA as reported by the Issuer
, plus
(2)
3,575,573
shares of Common Stock
that was to be
issued to Intracoastal at the closing of the
transactions contemplated by the SPA
. The foregoing excludes (I)
3,575,573
shares
of Common Stock issuable upon exercise of a warrant that was to be issued to Intracoastal at the closing of the transactions contemplated
by the SPA (“
Intracoastal Warrant 1
”) because Intracoastal Warrant 1 is not exercisable until June 5, 2018 (
and
Intracoastal Warrant 1 also contains a blocker provision under which the holder thereof
does
not have the right to exercise Intracoastal Warrant 1 to the extent that such exercise would result in beneficial ownership by
the holder thereof, together with the other Attribution Parties (as defined in Intracoastal Warrant 1), of more than 9.99% of the
Common Stock) and (II) 511,968 s
hares
of Common Stock
issuable upon exercise of a warrant held by Intracoastal (“
Intracoastal Warrant 2
”)
because
Intracoastal Warrant 2 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal
Warrant 2 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the other
Attribution Parties (as defined in Intracoastal Warrant 2), of more than 4.99% of the Common Stock. Without such blocker provisions
(and assuming Intracoastal Warrant 1 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial
ownership of 7,663,114 shares of Common Stock.
(ii)
As
of close of business on December 11, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of
2,550,573
shares
of Common Stock,
and all such
shares of Common Stock in the aggregate represent beneficial ownership of approximately 5.9% of the Common Stock,
based
on (1)
35,773,620 shares of Common Stock outstanding as of December 1, 2017 prior to the execution of the SPA as reported
by the Issuer
, plus (2)
7,151,146 shares of Common Stock issued at the closing of the transactions
contemplated by the SPA. The foregoing excludes (I)
3,575,573
shares
of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 is not exercisable until June 5,
2018 (
and
Intracoastal Warrant 1 also contains a blocker provision under which the
holder thereof
does not have the right to exercise Intracoastal Warrant 1 to the extent that such exercise would result
in beneficial ownership by the holder thereof, together with the other Attribution Parties (as defined in Intracoastal Warrant
1), of more than 9.99% of the Common Stock) and (II) 511,968 s
hares
of
Common Stock issuable upon exercise of Intracoastal Warrant 2
because Intracoastal
Warrant 2 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant
2 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the other Attribution
Parties (as defined in Intracoastal Warrant 2), of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming
Intracoastal Warrant 1 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership
of 6,638,114 shares of Common Stock.
(c)
Number
of shares as to which each Reporting Person has:
(1)
Sole power to vote or to direct the vote:
0
.
(2)
Shared power to vote or to direct the vote:
2,550,573
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
2,475,573
.
Item
5. Ownership of Five Percent or Less of a Class
Not applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item
8. Identification and Classification of Members of the Group
Not applicable.
Item
9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: December 11, 2017
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell
P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: December 11, 2017
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell
P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|