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Pareteum Corp Form 8-K: Current report, 2018

Pareteum Corp Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-11-30: Form 8-K; Period of report 2018-11-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2018-11-21: Form 8-K; Period of report 2018-11-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
  • 2018-11-13: Form 8-K; Period of report 2018-11-12; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2018-11-09: Form 8-K/A; Period of report 2018-10-01; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-11-308-K2018-11-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Laura Thomas submitted her resignation as an independent director of Pareteum Corporation (the “Company”) effective as of November 28, 2018.tv508281_8k.htm
2018-11-218-K2018-11-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 Effective November 16, 2018, Pareteum Corporation (the “Company”) appointed Robert L. Lippert (“Mr. Lippert”) as an independent director of the Company.
8.01 In accordance with Release No. 69279 issued by the Securities and Exchange Commission (“SEC”) on April 2, 2013 (the “Report”), which Report provides guidance to issuers regarding the use of social media to disclose material non-public information, we intend to use certain social media accounts from time to time to communicate with the public about the Company, and other issues.
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2018-11-138-K2018-11-121.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On November 12, 2018, the Company and iPass issued a joint press release announcing entry into the Merger Agreement.
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2018-11-098-K/A2018-10-018.01 Other Events8.01 Pareteum Corporation (the “Company”), is filing this amendment to its Current Report on Form 8-K/A filed as of October 11, 2018, which amended the Company’s Current Report on Form 8-K filed as of October 1, 2018, solely for the purpose of disclosing the financial statements referred to in Item 9.01 herein, relating to the acquisition by the Company of the entire issued and to be issued shares of Artilium plc, a public limited company registered in England and Wales (“Artilium”), in a cash and stock transaction (the “Acquisition”).tv506728_8k-a.htm
2018-10-118-K2018-10-113.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On October 11, 2018, Pareteum Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of the Company’s common stock, par value $0.00001 (the “Common Stock”), from the New York Stock Exchange (“NYSE”) and transfer the listing to The Nasdaq Stock Market LLC (“Nasdaq”).tv504687_8k.htm
2018-10-118-K/A2018-10-012.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events2.01 On October 1, 2018 the Company completed its previously announced acquisition (the “Acquisition”) of all of the outstanding shares of Artilium plc, a public limited company registered in England and Wales (“Artilium”).
3.02 The information contained above in Item 2.01 is hereby incorporated by reference into this Item 3.02.
5.02 The information contained above in Item 2.01 is hereby incorporated by reference into this Item 5.02.
8.01 On September 28, 2018, the Company issued a press release announcing that the Scheme was approved by the High Court of Justice in England and Wales.
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2018-10-058-K2018-10-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective October 1, 2018 (the “Effective Date”), Pareteum Corporation (the “Company”) entered into an employment agreement (the “Agreement”) with Denis McCarthy, appointing him to serve as President of the Company ( “Mr. McCarthy”).tv504379_8-k.htm
2018-10-028-K2018-10-012.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events2.01 On October 1, 2018, Pareteum Corporation (the “Company”) completed its previously announced acquisition (the “Acquisition”) of all of the outstanding shares of Artilium plc, a public limited company registered in England and Wales (“Artilium”).
3.02 The information contained above in Item 2.01 is hereby incorporated by reference into this Item 3.02.
5.02 The information contained above in Item 2.01 is hereby incorporated by reference into this Item 5.02.
8.01 On September 28, 2018, the Company issued a press release announcing that the Scheme was approved by the High Court of Justice in England and Wales.
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2018-10-018-K2018-09-288.01 Other Events8.01 As previously disclosed, on 7 June 2018, Pareteum Corporation (the “Company”) announced that the Company and Artilium plc, a public limited company registered in England and Wales (“Artilium”) had reached agreement on the terms of a recommended share and cash offer pursuant to which the Company will acquire the entire issued and to be issued ordinary share capital of Artilium not already owned by Pareteum (the "Acquisition"), which will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme").tv503804_8k.htm
2018-09-148-K2018-09-148.01 Other Events8.01 On September 14, 2018, Pareteum Corporation (the “Company”) together with Artilium Plc (“Artilium”) announced the results of two meetings in the United Kingdom (the “Results Announcement”), a “Court Meeting” and a “General Meeting,” (together the “Meetings”) regarding the previously disclosed, planned acquisition by the Company of Artilium (the “Acquisition”).tv502915_8k.htm
2018-09-138-K2018-09-135.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Pareteum Corporation (the “Company”) was held on September 13, 2018 at 10:00 a.m.
8.01 On September 13, 2018, the Company issued a letter from Robert H. Turner, Executive Chairman and Principal Executive Officer of the Company (the “Chairman’s Letter”) announcing the results of the Annual Meeting.
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2018-08-108-K2018-08-061.01 Entry into a Material Definitive Agreement1.01 On August 6, 2018, Pareteum Corporation (the “Company”) entered into an Increased Independent Director Duties & Fee Proposal Agreement (the “Agreement”) between the Company and Mr. Yves van Sante, an independent director of the Company.tv500718_8k.htm
2018-07-278-K2018-07-278.01 Other Events8.01 As previously reported on June 7, 2018, Pareteum Corporation, a Delaware corporation (the “Company”), issued an announcement pursuant to Rule 2.7 of the United Kingdom City Code of Takeovers and Mergers disclosing the terms of a recommended offer (the “Offer”) by the Company to acquire the entire issued and to be issued shares of Artilium plc, a public limited company registered in England and Wale (“Artilium”), in a cash and stock transaction (the “Acquisition”).tv499423_8k.htm
2018-06-148-K2018-06-087.01 Regulation FD Disclosure; 8.01 Other Events8.01 On June 8, 2018, Pareteum Corporation, a Delaware corporation (the “Company”), held a conference call with investors and research analysts at 11:00 a.m.tv496477_8k.htm
2018-06-138-K2018-06-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 6, 2018, Pareteum Corp. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the employment agreement between the Company and Robert H. Turner, the Company’s Executive Chairman and Principal Executive Officer (the “Executive”), originally entered into on November 18, 2016 (the “Employment Agreement”).tv496348_8k.htm
2018-06-088-K2018-06-088.01 Other Events8.01 On June 8, 2018, Pareteum Corporation, a Delaware corporation (the “Company”), issued an investor presentation in connection with the previously issued announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Takeover Code”) disclosing the terms of a recommended offer by the Company to acquire the entire issued and to be issued shares of Artilium plc, a public limited company registered in England and Wales (“Artilium”), in a cash and stock transaction (the “Acquisition”).tv496141_8k.htm
2018-06-078-K2018-06-071.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 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 June 7, 2018, the Company issued a press release regarding the Rule 2.7 Announcement and the transactions contemplated thereby.
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2018-05-118-K2018-05-072.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure7.01 On May 7, 2018, Pareteum Corp. (the “Company”) issued a press release disclosing certain information regarding its results of operations for the fiscal quarter ended March 31, 2018.tv493740_8k.htm
2018-05-098-K2018-05-091.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 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 May 9, 2018, the Company issued a press release announcing the Offering.
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2018-04-068-K2018-04-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 17, 2017, Pareteum Corporation (the “Company”) granted to Robert H. Turner, its Executive Chairman, and Victor Bozzo, its Chief Executive Officer, equity awards of 1,500,000 shares of common stock and 850,000 shares of common stock, respectively (the “2017 Awards”).tv490641_8k.htm