Pareteum Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-29: Form 8-K; Period of report 2016-12-27; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2016-12-21: Form 8-K; Period of report 2016-12-16; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
- 2016-12-09: Form 8-K; Period of report 2016-12-06; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2016-12-06: Form 8-K; Period of report 2016-12-02; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-29 | 8-K | 2016-12-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 As of December 27, 2016, the Amended Term Loan Facility constitutes a direct financial obligation of the Company, the material terms of which are described above under Item 1.01 and are incorporated herein by reference. 3.02 On December 27, 2016, pursuant to the terms of the Amendment, the Company issued two warrants to the Lender (the “Corbin Warrant”) and ACM Carry-I LLC (the “ACM Warrant”). 7.01 On December 29, 2016, the Company issued a press release announcing the transaction described under Item 1.01 above. 8.01 As previously disclosed, on September 19, 2016, a claim was commenced in the United Stated District Court for the Southern District of New York against the Company by PI Saffel N.V. for repayment of a $350,000 unsecured promissory note (the “Note”). | v455843_8k.htm |
| 2016-12-21 | 8-K | 2016-12-16 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the Agreement is incorporated herein by reference. 8.01 The Company previously disclosed a December 31, 2016 plan deadline date under NYSE MKT rules, and remains in discussions with the Exchange regarding a further potential extension of time, pursuant to NYSE MKT rules. | v455485_8k.htm |
| 2016-12-09 | 8-K | 2016-12-06 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On December 6, 2016, the Company received a notice from NYSE MKT LLC (the “Exchange”) indicating that because the Company’s securities have been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the NYSE MKT Company Guide (the “Company Guide”), the Company’s continued listing on the Exchange is predicated on the Company effecting a reverse split or otherwise demonstrating sustained price improvement. | v454745_8k.htm |
| 2016-12-06 | 8-K | 2016-12-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 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. | v454545_8k.htm |
| 2016-11-22 | 8-K | 2016-11-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 18, 2016, Pareteum Corporation (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Robert H. Turner, the Company’s Executive Chairman and Principal Executive Officer. | v453544_8k.htm |
| 2016-11-16 | 8-K | 2016-11-10 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On November 14, 2016, the Company issued a press release disclosing certain information regarding its results of operations for the fiscal quarter ended September 30, 2016. 3.02 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. 7.01 The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | v453250_8k.htm |
| 2016-11-07 | 8-K | 2016-11-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Armin Gustav Hessler submitted his resignation as the Company’s Chief Operations Officer effective as of November 2, 2016. | v452371_8k.htm |
| 2016-11-04 | 8-K | 2016-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective November 1, 2016 (the “Effective Date”), the Board of Directors of Pareteum Corporation (the “Company”) appointed Victor Bozzo to be the Company’s Chief Executive Officer. | v452212_8k.htm |
| 2016-11-03 | 8-K | 2016-10-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 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. 5.03 On November 1, 2016, in connection with the Offering, the Company filed with the Secretary of State of Delaware the Certificate of Designation. | v452150_8k.htm |
| 2016-10-06 | 8-K | 2016-09-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.01 On September 30, 2016, Elephant Talk Communications Corp. (the “Company”) entered into a share purchase agreement (the “SPA”) with VSFT Holdings, Inc. (the “Buyer”), a company formed by Patrick M. Carroll, the former President of the Company and the original founder and Chief Executive Officer of ValidSoft (as defined below), and certain third party investors, pursuant to which the Company sold its wholly-owned subsidiary, ValidSoft Limited (“ValidSoft Limited”), including ValidSoft Limited’s wholly-owned subsidiary ValidSoft UK Limited (collectively with ValidSoft Limited, “ValidSoft”), to the Buyer. 2.02 On October 4, 2016, the Company issued a press release announcing the sale of ValidSoft, a copy of which is furnished as Exhibit 99.1 to this current report on Form 8-K. In the press release, the Company noted that additional value is immediately derived from this sale of ValidSoft by the cessation of cash burn associated with the net losses operationally incurred by ValidSoft and that the net value of the sale immediately moves the Company to EBITDA neutral, as operationally adjusted for restructuring charges at the end of September 2016. 5.02 On September 30, 2016, as a consequence of the Company’s sale of ValidSoft, Mr. Carroll resigned as the Company’s President to focus on leading ValidSoft. | v450155_8k.htm |
| 2016-10-04 | 8-K | 2016-09-28 | 3.02 Unregistered Sales of Equity Securities | 3.02 From September 28 through September 30, 2016, Elephant Communications Corp. (the “Company”) consummated closings (the “Closings”) of its private placement offering (the “Offering”) of Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), to “accredited investors” (as defined in Rule 501(a) of the Securities Act of 1933, as amended, the “Securities Act”), including the Executive Chairman of the Board of Directors and a director of the Company (the “Investors”). | v450012_8k.htm |
| 2016-09-21 | 8-K | 2016-09-16 | 3.02 Unregistered Sales of Equity Securities | 3.02 On September 16, 2016, Elephant Communications Corp. (the “Company”) consummated a closing (a “Closing”) of its private placement offering (the “Offering”) of Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), to “accredited investors” (as defined in Rule 501(a) of the Securities Act of 1933, as amended, the “Securities Act”) (the “Investors”). | v449162_8k.htm |
| 2016-09-09 | 8-K | 2016-09-02 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.01 On September 7, 2016, Elephant Communications Corp. (the “Company”) received a notice from NYSE MKT LLC (the “Exchange”) indicating that the Company is not currently in compliance with the Exchange’s continued listing standards as set forth in Section 1003(a)(ii) of the NYSE MKT Company Guide (the “Company Guide”), since the Company’s reported stockholders’ equity as of June 30, 2016 is $2.5 million and the Company has net losses in its last five most recent fiscal years ended December 31, 2015. 3.02 On September 2, 2016, the Company consummated a closing (a “Closing”) of its private placement offering (the “Offering”) of Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), to “accredited investors” (as defined in Rule 501(a) of the Securities Act of 1933, as amended, the “Securities Act”) (the “Investors”). 5.03 On September 2, 2016, in connection with the Closing of the Offering, the Company filed with the Secretary of State of Delaware the Certificate of Designation. | v448584_8k.htm |
| 2016-08-29 | 8-K | 2016-08-26 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On August 26, 2016, Elephant Talk Communications Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment amending the Company’s Certificate of Incorporation, as amended. | v447905_8k.htm |
| 2016-08-16 | 8-K | 2016-08-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Stockholders (the “Annual Meeting”) of Elephant Talk Communications Corp. (the “Company”) was held on Tuesday, August 16, 2016 at the law offices of Ellenoff Grossman & Schole LLP. | v447172_8k.htm |
| 2016-08-16 | 8-K | 2016-08-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 16, 2016, Elephant Talk Communications Corp. (the “Company”), issued a press release disclosing certain information regarding its results of operations for the fiscal quarter ended June 30, 2016. 7.01 See “Item 2.02 Results of Operations and Financial Condition” above. | v447102_8k.htm |
| 2016-08-12 | 8-K | 2016-08-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On August 8, 2016, Elephant Communications Corp. (the “Company”) received a notice from NYSE MKT LLC (the “Exchange”) indicating that the Company is not currently in compliance with the Exchange’s continued listing standards as set forth in Section 1003(a)(iv) of the NYSE MKT Company Guide (the “Company Guide”), since the Company has sustained losses which are substantial in relation to its overall operations or its existing financial resources, or its financial condition has become sufficiently impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature. | v446871_8k.htm |
| 2016-08-05 | 8-K | 2016-08-05 | 8.01 Other Events | 8.01 On April 26, 2016, the Company entered into a term sheet for a proposed debt financing based on a $6,500,000 senior secured debenture, extendable to $10,000,000 in the lender’s discretion, with a term of 2 years. | v446213_8k.htm |
| 2016-06-15 | 8-K | 2016-06-15 | 8.01 Other Events | 8.01 Beginning on December 18, 2015 and ending on March 21, 2016, Elephant Talk Communications Corp. (the “Company”) consummated a series of closings (the “Closings”) of its now closed private placement offering (the “Offering”) of units to “accredited investors” for aggregate gross proceeds of $3,548,000. | v442354_8k.htm |
| 2016-06-02 | 8-K | 2016-05-26 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 26, 2016, Elephant Communications Corp. (the “Company”) received a notice from NYSE MKT LLC (the “Exchange”) indicating that the Company is not currently in compliance with the Exchange’s continued listing standards as set forth in Section 1003(a)(iii) of the NYSE MKT Company Guide (the “Company Guide”), which provides that the Exchange will consider delisting an issuer if the issuer has sustained losses from continuing operations and/or net losses in five most recent fiscal years and the issuer stockholders’ equity is less than $6,000,000. | v441520_8k.htm |
| 2016-04-07 | 8-K | 2016-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 1, 2016, the Board of Directors of Elephant Talk Communications Corp. (the “Company”) appointed Erik Kloots to be the Company’s Vice President-Finance and Principal Accounting Officer. | v436456_8k.htm |
| 2016-03-25 | 8-K | 2016-03-21 | 3.02 Unregistered Sales of Equity Securities | 3.02 From February 22, 2016 through March 21, 2016, Elephant Talk Communications Corp. (the “Company”) consummated a series of closings (the “Closings”) of its private placement offering (the “Offering”) of Units (as defined below) to “accredited investors” for aggregate gross proceeds of $1,231,000. | v435373_8k.htm |
| 2016-03-23 | 8-K | 2016-03-22 | 8.01 Other Events | 8.01 On March 22, 2016, Elephant Talk Communications Corp (the “Company”) provided Cross River Initiatives LLC (the “Buyer”) with a notice of default on the Binding Letter Agreement dated February 17, 2016 (the “Agreement”) between the Buyer and the Company concerning the proposed purchase by Buyer (the “ValidSoft Sale”) of ValidSoft Limited (together with its subsidiary ValidSoft UK Limited, “ValidSoft”) and governing certain important matters relating to the interim financing of ValidSoft’s business and operations. | v435077_8k.htm |
| 2016-02-19 | 8-K | 2016-02-12 | 3.02 Unregistered Sales of Equity Securities | 3.02 From December 31, 2015 through February 19, 2016, Elephant Talk Communications Corp. (the “Company”) consummated a series of closings (the “Closings”) of its private placement offering (the “Offering”) of Units (as defined below) to “accredited investors” (“Investors”) for aggregate gross proceeds of $1,367,000. | v432320_8k.htm |
| 2016-02-18 | 8-K | 2016-02-18 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On February 18, 2016, each of Mr. Carl Stevens and Mr. Francisco Ros resigned from the Board of Directors of the Company for personal reasons. | v432259_8k.htm |
| 2016-02-04 | 8-K | 2016-01-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 29, 2016, Mr. Martin Zuurbier and Elephant Talk Communications Corp. (the “Company”) entered into certain Severance and Independent Contractor Agreement pursuant to which Mr. Zuurbier resigned, effectively on December 31, 2015, from the Chief Technology Officer and Co-President of Mobile Platform Activities positions of the Company for personal reasons. | v430562_8k.htm |
| 2016-01-22 | 8-K | 2016-01-22 | 8.01 Other Events | 8.01 On January 22, 2016, Elephant Talk Communications Corp. (the “Company”), upon consent of the Company’s existing lenders, borrowed $500,000 by issuing certain unsecured promissory note (the “16% Note”) with a principal amount of $500,000 at an interest rate of 16% and a maturity date of January 3, 2018 to a potential buyer in connection with such party’s potential acquisition (the “Proposed Transaction”) of ValidSoft Limited, the Company’s wholly owned subsidiary. | v429537_8k.htm |