Current Report Filing (8-k)
August 27 2020 - 5:00PM
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): August 26, 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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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. ¨
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 26, 2020,
Pareteum Corporation (the “Company”) received a letter (the “Letter”) from the Hearings Panel
(the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Panel had granted
the request of the Company for an exception with respect to certain previously disclosed deficiencies under Nasdaq’s continued
listing rules. As previously disclosed, the Company has not yet filed with the SEC its Quarterly Report on Form 10-Q for the period
ended September 30, 2019, its Annual Report on Form 10-K for the year ended December 31, 2019 or its Quarterly Reports on Form
10-Q for the periods ended March 31, 2020 and June 30, 2020 (collectively, the “Delinquent Filings”). The Company
was unable to timely file the Delinquent Filings due to its ongoing accounting evaluation and internal investigation into the source
of the accounting errors and the pending restatement of certain of the Company’s previously filed financial statements. Also
as previously disclosed, the Company is not in compliance with the $1.00 per share requirement for continued listing on The Nasdaq
Capital Market, as set forth in Listing Rule 5550(a)(2) (the “Bid Price Rule”). Nasdaq previously provided the
Company with 180 calendar days to regain compliance with the Bid Price Rule. Subsequently, on April 16, 2020, Nasdaq filed an immediately
effective rule change with the Securities and Exchange Commission. As a result, companies in bid price compliance periods remained
at that same stage of the process until July 1, 2020. Upon reinstatement of the Bid Price Rule, the Company had until August 13,
2020 to regain compliance, but did not regain compliance with the Bid Price Rule by such date and the staff of Nasdaq (the “Staff”)
determined not to afford the Company a second 180-day period. The Company thereafter requested an exception until October 30, 2020
to file the two additional delinquent Form 10-Q filings as well as an exception until December 31, 2020 to cure the Bid Price Rule
deficiency.
In the Letter, the
Panel stated it was granting the Company an exception with respect to the Delinquent Filings and the Bid Price Rule noncompliance,
so long as:
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·
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By October 15, 2020, the Company files
its delinquent Annual Report on Form 10-K for the year ended December 31, 2019 and files an amended Annual Report on Form 10-K
for the year ended December 31, 2018 containing restated financial statements;
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·
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By October 30, 2020, the Company files
the delinquent Quarterly Reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020 and advises the Panel as to
the status of the Quarterly Report for the period ended September 30, 2020 that will be due shortly thereafter; and
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·
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By December 31, 2020, the Company regains
compliance with the Bide Price Rule.
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In order to fully
comply with the terms of this exception, the Panel stated that the Company must be able to demonstrate compliance with all requirements
for continued listing on Nasdaq. In the event the Company is unable to do so, its securities may be delisted from Nasdaq.
On August 27, 2020,
the Company issued a press release regarding the subject matter of this Current Report, a copy of which is attached as Exhibit
99.1 and is incorporated herein 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: August 27, 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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