Current Report Filing (8-k)
June 12 2020 - 4:52PM
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): June 5, 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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¨
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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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¨
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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 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 June 5, 2020, the
compensation committee (the “Compensation Committee”) of the Board of Directors (the “Board”)
of Pareteum Corporation (the “Company”) adopted resolutions with respect to the matters set forth below.
Efforts and Retention Awards
The Compensation Committee,
in recognition of the continued commitment to the Company’s success of certain of the Company’s officers, including
its named executive officers, and in light of the fact that such officers are not eligible to receive cash or equity awards under
existing plan provisions and award agreements due to the pending financial restatement for the full year ended December 31, 2018
and interim periods ended March 31, 2019 and June 30, 2019 (the “Restatement”), approved the grant of the following
discretionary cash bonus awards and stock options (together, the “Efforts and Retention Awards”):
Name and Title
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Cash Award
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Option Award
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Bert Weijermars, Interim Chief Executive Officer
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$150,000
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350,000
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Laura Thomas, Interim Chief Financial Officer
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$150,000
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350,000
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Each Efforts and Retention
Award has been granted pursuant to the terms of an Efforts and Retention Award Letter, a form of which was approved by the Compensation
Committee. The stock options granted as part of the Efforts and Retention Awards vest one-third (1/3) on January 31, 2021, with
the remaining two-thirds (2/3) vesting in equal one-twenty-fourth (1/24) monthly installments over the twenty-four (24) months
thereafter. The stock options granted as part of the Efforts and Retention Awards and are exercisable at a price of $0.57 per share.
In the event of the consummation of a Change of Control (as defined in the Pareteum Corp.
2018 Long-Term Incentive Compensation Plan (the “Plan”)), all of the options will vest and become immediately
exercisable. The foregoing description of the form of Efforts and Retention Award Letter is not complete and is qualified in its
entirety by the Efforts and Retention Award Letter that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference herein.
Contractual Equity Grants
On
June 5, 2020, the Compensation Committee approved an option award (collectively, the “Options”, and each,
an “Option”) to certain employees, including to the Company’s interim chief financial officer,
pursuant to the Plan and her contract of employment. Each Option has been granted pursuant to the terms of an Option Award Agreement, a form of
which was approved by the Compensation Committee. One-third (1/3) of the Options will vest on July 1, 2021, with the
remaining two-thirds (2/3) vesting in equal one-twenty-fourth (1/24) monthly installments over the twenty-four (24) months
immediately following July 1, 2021, provided that the recipient of the Options remains an employee of the Company (or a
subsidiary thereof) on each vesting date. The Options issuable to Ms. Thomas are exercisable at a price of $0.38 per share.
No fractional shares will be issued upon exercise of the Options. Fractional interests shall be rounded up or down to
nearest whole number. The foregoing description of the Options is not complete and is qualified in its entirety by the form
of Option Award Agreement that is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference
herein.
Name and Title
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Option(s)
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Laura Thomas, Interim Chief Financial Officer
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250,000
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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: June 12, 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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