PARETEUM CORPORATION (NYSEMKT:TEUM) Files An 8-K Regulation FD Disclosure
Item 7.01.
| Regulation FD Disclosure. |
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
Companys issued and outstanding shares of common stock. The press
release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the
information in this report, including Exhibit 99.1, shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the Exchange Act), or otherwise subject to
the liabilities of that section, nor shall such information,
including Exhibit 99.1, be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing.
| Item 8.01. | Other Events. |
On February 14, 2017, the Board approved a 1-for-25 reverse split
of the Companys issued and outstanding shares of common stock.
The reverse stock split will be effective upon the filing and
effectiveness of a certificate of amendment to the Companys
certificate of incorporation after the market closes on February
24, 2017, and the Companys common stock will begin trading on a
split-adjusted basis when the market opens on February 27, 2017.
At the Companys 2016 Annual Meeting of Stockholders held on
August 16, 2016, the Companysstockholders granted authority to
the Board, in its discretion, to determine whether to proceed
with the reverse stock split and to file a certificate of
amendment to the Companys certificate of incorporation to effect
the reverse stock split at a ratio to be determined by the Board.
When the reverse stock split becomes effective, every 25 shares
of the Companys issued and outstanding common stock (and such
shares held in treasury) will automatically be converted into one
share of common stock. No fractional shares will be issued if, as
a result of the reverse stock split, a stockholder would
otherwise become entitled to a fractional share. Instead, each
stockholder will be entitled to receive a cash payment which will
be based upon the volume weighted average price for the five (5)
days preceding the reverse stock split. The reverse stock split
will not impact any stockholders percentage ownership or voting
power, except for minimal effects resulting from the treatment of
fractional shares. Following the reverse stock split, the number
of outstanding shares of the Companys common stock will be
reduced by a factor of twenty-five.
The Companys shares of common stock will continue to trade on the
New York Stock Exchange (NYSE) under the symbol TEUM but will
trade under a new CUSIP.
Continental Stock Transfer Trust Company, LLC, the Companys
transfer agent, will act as the exchange agent for the reverse
stock split.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 99.1 | Press release dated February 17, 2017 |
About PARETEUM CORPORATION (NYSEMKT:TEUM)
Pareteum Corporation, formerly Elephant Talk Communications Corp., is an international provider of mobile networking software and services. The Company and its subsidiaries provide a mobility cloud platform, utilizing messaging and security solutions for the global mobile, mobile virtual network operator (MVNO), enterprise and Internet of things (IoT) markets. It is engaged in providing communications technology. ET Software DNA 2.0 is the Company’s intelligent mobile service platform. Its platform hosts integrated information technology (IT) or Back Office and Core Network functionality for mobile network operators (MNOs), MVNOs, and mobile virtual network enablers (MVNEs) and mobile virtual network aggregators (MVNAs) on an outsourced software as a service (SaaS), platform as a service (PaaS) and infrastructure as a service (IaaS) basis. Its virtual mobile platform solutions for MNOs and MVNOs feature Software Defined Networking and Network Functions Virtualization technologies. PARETEUM CORPORATION (NYSEMKT:TEUM) Recent Trading Information
PARETEUM CORPORATION (NYSEMKT:TEUM) closed its last trading session down -0.002 at 0.102 with 232,148 shares trading hands.
