Current Report Filing (8-k)
December 06 2016 - 5:27PM
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):
December 6, 2016 (December 2, 2016)
PARETEUM CORPORATION
(Exact name of registrant as specified in
Charter)
Delaware
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000-030061
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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
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Copies
to:
Darrin M. Ocasio,
Esq.
Sichenzia Ross
Ference Kesner LLP
61 Broadway, 32nd
Floor
New York, NY 10006
Phone (212) 930-9700
Fax (212) 930-9725
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:
¨
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On
December 2, 2016,
Pareteum Corporation (the “Company”)
entered
into a subscription agreement (the “Subscription Agreement”) with an “accredited investor” (as defined
in Rule 501(a) of the Securities Act of 1933, as amended, the “Securities Act”) relating to the issuance and sale
of 5 shares of the Company’s Series A-1 Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”),
for aggregate gross proceeds of $50,000. As previously disclosed, the Company held an initial closing on October 28, 2016
and subsequent closing on November 10, 2016, pursuant to which the Company has sold an aggregate of 95 shares of Series A-1 Preferred
Stock for aggregate gross proceeds of $949,807.12. As of the date hereof, including the previously disclosed sales, the Company
has sold a total of 100 shares of Series A-1 Preferred Stock for aggregate gross proceeds of $999,807.12.
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 sale of the Series A-1 Preferred Stock is
incorporated herein by reference. The Series A-1 Preferred Stock was offered and sold pursuant to an exemption from registration
under Section 4(a)(2) and Regulation D of the Securities Act.
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:
December 6, 2016
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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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