Pareteum Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-21: Form 8-K; Period of report 2017-12-18; Description 8.01 Other Events; Details 8.01.
- 2017-12-05: Form 8-K; Period of report 2017-12-05; Description 8.01 Other Events; Details 8.01.
- 2017-12-01: Form 8-K; Period of report 2017-12-01; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
- 2017-11-27: Form 8-K; Period of report 2017-11-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-21 | 8-K | 2017-12-18 | 8.01 Other Events | 8.01 On December 18, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of Pareteum Corporation (the “Company”), as Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Elephant Talk Group International B.V., an entity organized under the laws of the Netherlands, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC, a New York limited liability company, as administrative agent and collateral agent for the Lender, executed a payoff letter pursuant to which the Borrower terminated the credit agreement among the parties, dated November 17, 2014, as has been amended from time to time (as so amended, the “Amended and Restated Agreement”), and the other credit documents related thereto, and satisfied in full all of the Borrower’s remaining obligations pursuant to the Amended and Restated Agreement. | tv481740_8k.htm |
| 2017-12-05 | 8-K | 2017-12-05 | 8.01 Other Events | 8.01 On December 5, 2017, Pareteum Corporation (the “Company”) closed on its previously announced concurrent public offering of common stock and private offering of warrants for gross proceeds of $6,579,054.32. | tv480865_8k.htm |
| 2017-12-01 | 8-K | 2017-12-01 | 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 contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. 8.01 On December 1, 2017, the Company issued a press release announcing the Offering. | tv480608_8k.htm |
| 2017-11-27 | 8-K | 2017-11-27 | 8.01 Other Events | 8.01 On November 27, 2017, Pareteum Corp. (the “Company”) announced pro forma Stockholders’ Equity as of November 27, 2017, which incorporates the Company’s (i) sales of common stock and preferred stock, including the public offering of shares of common stock on October 10, 2017 and a public offering of shares of common stock, Series B Convertible Preferred Stock and warrants on November 9, 2017, (ii) the acquisition of an interest in Artilium, plc (“Artilium”) as previously reported on Form 8-K filed with the Securities and Exchange Commission on October 16, 2017, and (iii) net loss and other comprehensive loss. | tv480251_8k.htm |
| 2017-11-13 | 8-K | 2017-11-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On November 13, 2017, Pareteum Corp. (the “Company”) issued a press release disclosing certain information regarding its results of operations for the fiscal quarter ended September 30, 2017. 8.01 The Company announced today its Stockholders’ Equity as of September 30, 2017 and its pro forma Stockholders’ Equity as of November 13, 2017, which incorporates the Company’s (i) sales of common stock and preferred stock, including the public offering of shares of common stock on October 10, 2017 and a public offering of shares of common stock, Series B Convertible Preferred Stock and warrants on November 9, 2017 and (ii) the acquisition of an interest in Artilium, plc (“Artilium”) as previously reported on Form 8-K filed with the Securities and Exchange Commission on October 16, 2017. | tv479347_8k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 8.01 Other Events | 8.01 On November 9, 2017, the Company announced the closing of a firm commitment underwritten public offering of its securities pursuant to which it issued an aggregate of 9,009,478 shares of the Company's common stock (the "Common Stock"), an aggregate of 4,034 shares of Series B Convertible Preferred Stock (each of which shares is an equivalent of 1,000 shares of Common Stock)(the "Series B Preferred Stock"), and warrants to purchase an aggregate of 7,478,228 shares of Common Stock (which includes warrants to purchase 956,489 shares of Common Stock pursuant to the over-allotment option granted to the underwriter in the underwriting agreement) at a public offering price of $0.92 per share of Common Stock (or Series B Preferred Stock) and warrant. | tv479117_8k.htm |
| 2017-11-08 | 8-K | 2017-11-06 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On November 6, 2017, the Company filed a Certificate of Designations, Preferences and Rights of the 0% Series B Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State, designating 13,000 shares of preferred stock as Series B Preferred Stock. 7.01 On November 7, 2017, the Company issued a press release announcing that it expects to conduct its Q3 2017 earnings conference call on November 13, 2017. 8.01 On November 7, 2017, the Company issued a press release announcing the pricing of its public offering. | tv478921_8k.htm |
| 2017-10-19 | 8-K | 2017-10-16 | 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 Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference to this Item 3.02. | tv477343_8k.htm |
| 2017-10-18 | 8-K | 2017-10-18 | 7.01 Regulation FD Disclosure | 7.01 Pareteum Corp. (the “Company”) has made available a slide show presentation about its business, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is hereby incorporated by reference. | tv477267_8k.htm |
| 2017-10-12 | 8-K | 2017-10-10 | 8.01 Other Events | 8.01 On October 10, 2017, Pareteum Corporation (“we,” “us,” “our,” or the “Company”) closed on a public offering of common stock for gross proceeds of $1,569,750. | tv476824_8k.htm |
| 2017-10-05 | 8-K | 2017-10-05 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 5, 2017, the Company issued a press release announcing the pricing of the Offering described under Item 1.01 above. | v476509_8k.htm |
| 2017-09-27 | 8-K | 2017-09-27 | 7.01 Regulation FD Disclosure | 7.01 Pareteum Corp. (the “Company”) will hold upcoming presentations relating to the Company and its recent developments and has made available a slide show presentation about its business, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is hereby incorporated by reference. | v475976_8k.htm |
| 2017-09-13 | 8-K | 2017-09-07 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 5.07 The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on September 12, 2017 at 10:00 a.m. | v475108_8k.htm |
| 2017-08-14 | 8-K | 2017-08-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On August 14, 2017, the Company issued a press release disclosing certain information regarding its results of operations for the fiscal quarter ended June 30, 2017. | v473282_8k.htm |
| 2017-07-28 | 8-K | 2017-07-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective July 25, 2017, Pareteum Corporation (the "Company") appointed Laura Thomas as an independent director of the Company. 8.01 On July 27, 2017, the Company issued a press release announcing Ms. Thomas' appointment. | v471780_8k.htm |
| 2017-07-17 | 8-K | 2017-07-16 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. 3.03 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03. | v470888_8k.htm |
| 2017-07-14 | 8-K | 2017-07-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 13, 2017, Pareteum Corporation (the “Company”) received a notice from the 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)(i), Section 1003(a)(ii), Section 1003(a)(iii), and Section 1003(a)(iv) of the NYSE MKT Company Guide (the “Company Guide”). | v470847_8k.htm |
| 2017-07-12 | 8-K | 2017-07-11 | 7.01 Regulation FD Disclosure | 7.01 On July 11, 2017, the Company issued a press release announcing that it expects to conduct its Q2 2017 earnings conference call on or before August 14, 2017. | v470689_8k.htm |
| 2017-04-06 | 8-K | 2017-03-31 | 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 Agreement is incorporated herein by reference. | v463716_8k.htm |
| 2017-03-31 | 8-K | 2017-03-30 | 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 Agreement is incorporated herein by reference. | v463164_8k.htm |
| 2017-03-30 | 8-K | 2017-03-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On March 29, 2017, Pareteum Corporation (the “Company”) issued a press release (the “Press Release”) announcing results for the twelve months ended December 31, 2016. | v463112_8k.htm |
| 2017-03-15 | 8-K | 2017-03-10 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 10, 2017, the Company issued a press release announcing the pricing of the offering. | v461919_8k.htm |
| 2017-03-15 | 8-K | 2017-03-09 | 8.01 Other Events | 8.01 On March 9, 2017 and March 10, 2017, Pareteum Corporation (the “Company”) received conversion notices from holders of an aggregate of $720,000, or 72 shares, of the Company’s Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (the “Preferred Shares”). | v461922_8k.htm |
| 2017-03-09 | 8-K | 2017-03-07 | 8.01 Other Events | 8.01 On March 7, 2017, Pareteum Corporation (the “Company”) received conversion notices from holders of an aggregate of $1,150,000, or 115 shares, of the Company’s Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock (the “Preferred Shares”). | v461541_8k.htm |
| 2017-03-07 | 8-K | 2017-03-06 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 7, 2017, the Company issued a press release announcing the transaction described under Item 8.01 below. 8.01 On March 6, 2017, Elephant Talk Europe Holding B.V., an entity organized under the laws of the Netherlands (the “Borrower”), a wholly owned subsidiary of Pareteum Corporation (the “Company”), as borrower, the Company, Pareteum North America Corp., a Delaware corporation, Elephant Talk Group International B.V., an entity organized under the laws of the Netherlands, Corbin Mezzanine Fund I, L.P. (“Lender”) and Atalaya Administrative LLC, a New York limited liability company, as administrative agent and collateral agent for the Lender, entered into a Letter Agreement (the “Agreement”) to amend certain terms of the credit agreement among the parties, dated November 17, 2014, as has been amended from time to time (as so amended, the “Amended and Restated Agreement”). | v461267_8k.htm |
| 2017-03-02 | 8-K | 2017-03-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 1, 2017, Pareteum Corporation (the "Company") appointed Luis Jimenez Tuñon as an independent director of the Company. | v461005_8k.htm |
| 2017-02-27 | 8-K | 2017-02-23 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On February 23, 2017, Pareteum Corporation (the “Company”) filed a certificate of amendment to the Company’s certificate of incorporation (the “Certificate of Amendment”), effective after the market closed on February 24, 2017 (the “Effective Date”), with the Secretary of State of the State of Delaware in order to effect the previously announced 1-for-25 reverse stock split (the “Reverse Split”). | v460438_8k.htm |
| 2017-02-17 | 8-K | 2017-02-17 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On February 17, 2017, Pareteum Corporation (the “Company”) issued a press release announcing that the Board of Directors of the Company (the “Board”) has approved a 1-for-25 reverse split of the Company’s issued and outstanding shares of common stock. 8.01 On February 14, 2017, the Board approved a 1-for-25 reverse split of the Company’s issued and outstanding shares of common stock. | v459947_8k.htm |
| 2017-01-12 | 8-K | 2017-01-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective January 9, 2017 (the “Effective Date”), the Board of Directors of Pareteum Corporation (the “Company”) appointed Ted O’Donnell to be the Company’s Chief Financial Officer. | v456773_8k.htm |
| 2017-01-09 | 8-K | 2017-01-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 5, 2017, Pareteum Corporation (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), Section 1003(a)(iii), Section 1003(a)(iv) and Section 1003(f)(v) of the NYSE MKT Company Guide (the “Company Guide”). | v456573_8k.htm |