Current Report Filing (8-k)
February 02 2021 - 6:42AM
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): February 1, 2021
Pareteum Corporation
(Exact name of Registrant as Specified
in Charter)
Delaware
|
|
001-35360
|
|
95-4557538
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS. Employer Identification No.)
|
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
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
TEUM
|
NASDAQ
|
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:
¨
|
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 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 1.01
|
Entry into a Material Definitive Agreement.
|
On February 1, 2021, Pareteum Corporation
(the “Company”) entered into a letter agreement (the “Letter Agreement”) with High Trail
Investments SA LLC (“HT”), the holder of that certain Senior Secured Convertible Note due 2025 (the “Note”)
issued by the Company on June 8, 2020 and that certain Warrant to Purchase Common Stock (the “Warrant”) issued
by the Company on June 8, 2020. Under the terms of the Letter Agreement, HT and the Company agreed that HT would accept 656,250
shares of the Company’s common stock (the “Interest Shares”) in full satisfaction of the Company’s
obligation to make a payment of $262,500 in interest on February 1, 2021 under the Note. Additionally, HT and the Company agreed
that HT would not exercise any right or remedy under the Note, the related securities purchase agreement, the Warrant or the related
security documents, including HT’s right to accelerate the aggregate amount outstanding under the Note, until the earlier
of (i) February 28, 2021, (ii) the date of any new event of default or (iii) the initiation of any action by the Company to invalidate
any of the representations and warranties made in the Forbearance Agreement. This represents an extension of the term of HT’s
agreement to forbear from January 31, 2020.
The foregoing description is qualified in
its entirety by the terms of the Letter Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.1.
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The offer and
sale of the Interest Shares was made pursuant to the exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act. The Company has relied
on this exemption from registration based in part on representations made by HT in the SPA that it is an “accredited investor”
as defined in Rule 501 under the Securities Act and HT’s understanding that the Interest Shares are being acquired for investment
purposes and not with a view to or for sale in connection with any distribution thereof in violation of any federal or state securities
laws.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
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.
|
PARETEUM CORPORATION
|
|
|
|
|
Dated: February 2, 2021
|
By:
|
/s/ Laura W. Thomas
|
|
|
Name: Laura W. Thomas
|
|
|
Title: Interim Chief Financial Officer
|
Pareteum (NASDAQ:TEUM)
Historical Stock Chart
From Sep 2024 to Oct 2024
Pareteum (NASDAQ:TEUM)
Historical Stock Chart
From Oct 2023 to Oct 2024