Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 12, 2019 (February 12, 2019)

PARETEUM CORPORATION

(Exact name of registrant as specified in the Charter)

Delaware		001-35360		95-4557538
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1185 Avenue of the Americas, 37th Floor

New York, NY 10036

(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):

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))

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 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. ¨

Item 8.01.

Other Events

Pareteum Corporation (the “Company”), is filing this amendment to its Current Report on Form 8-K filed on February 13, 2019 (the “Original Report”), solely for the purpose of disclosing the financial statements referred to in Item 9.01 herein, relating to the acquisition by the Company of iPass Inc., a Delaware corporation (“iPass”). Information regarding the acquisition can be found in the Original Report.

Item 9.01

Financial Statements and Exhibits

(a)

Financial Statements of businesses acquired

The information required by this Item 9.01(a) is filed as Exhibit 99.1 hereto and incorporated into this Item 9.01 by reference.

(b)

Pro forma financial information

The information required by this Item 9.01(b) is filed as Exhibit 99.2 hereto and incorporated into this Item 9.01 by reference.

(d)

Exhibits :

Exhibit No.		Description

23.1		Consent of Grant Thornton LLP
99.1		Consolidated Financial Statements of iPass Inc.
99.2		Unaudited Pro Forma Condensed Combined Financial Information

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.