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): November 27, 2017

 

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, 37th Floor

New York, NY 10036

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 984-1096

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instruction A.2. below:

 

¨   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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 8.01.Other Events.

 

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. The Company had previously announced Stockholders’ Equity as of September 30, 2017 on November 13, 2017. After adjusting for the sale of the securities, acquisition of an interest in Artilium, net loss and other comprehensive loss from October 1, 2017 through November 27, 2017, the Company announced pro forma Stockholders’ Equity of approximately $10,563,993 on a pro-forma basis as of November 27, 2017. Subject to review by the NYSE American LLC, the Company believes that it has satisfied Section 1003(a)(i), Section 1003(a)(ii), Section 1003(a)(iii), and Section 1003(a)(iv) of the NYSE MKT Company Guide and as a result will be fully in compliance with the NYSE continuing listing standards.

 

 

 

 

Pareteum Corporation and Subsidiaries

Pro-forma Stockholders’ Equity

as of November 27, 2017

U.S. dollars in thousands

 

The following table sets forth the Company’s Stockholders’ Equity position as of September 30, 2017, and as adjusted on a pro-forma basis as of November 27, 2017 to reflect the acquisition of an interest in Artilium, the issuances of common stock and preferred stock and the net loss and other comprehensive loss through November 27, 2017: 

 

   September 30, 2017       November 27, 2017 
   Actual*   Adjustments   Pro-forma 
             
STOCKHOLDERS’ EQUITY:               
Preferred Stock – 50,000,000 shares authorized; -0- and 4,034 shares issued and outstanding at September 30, 2017 and November 27, 2017, respectively   -    3,711,280    3,711,280 
Common Stock, $0.00001 par value – 500,000,000 shares authorized; 14,577,232 and 30,308,199 shares issued and outstanding at September 30, 2017 and November 27, 2017, respectively   292,242,457    13,144,486    305,386,943 
Accumulated other comprehensive loss   (5,095,421)   (7,043)   (5,102,464)
Accumulated deficit   (292,025,479)   (1,406,287)   (293,431,766)
                
Total shareholders’ equity   (4,878,443)   15,442,436    10,563,993 

 

 

 

* Unaudited

 

 

 

 

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.

 

Dated: November 27, 2017 PARETEUM CORPORATION
       
       
  By:   /s/ Alexander Korff  
  Name: Alexander Korff
  Title: General Counsel & Secretary