PARETEUM CORPORATION (NYSEMKT:TEUM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
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”). to the Reverse Split, every 25 shares of the Company’s issued and outstanding common stock have been converted into one share of common stock. The Reverse Split took effect at 4:01 p.m., Eastern Time, on the Effective Date, and the common stock will begin trading on a split-adjusted basis when the market opens on February 27, 2017. No fractional shares will be issued if, as a result of the Reverse Split, a stockholder would otherwise have been 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 Effective Date.
The Reverse Split followed (i) the granting of authority to the Board of Directors of the Company (the “Board”), by the Company’s stockholders at the 2016 Annual Meeting of Stockholders held on August 16, 2016, in its discretion, to determine whether to proceed with the Reverse Split and to select and file the Certificate of Amendment to the Company’s certificate of incorporation to effect the Reverse Split at a ratio to be determined by the Board and (ii) the subsequent approval by the Company’s Board on February 14, 2017 of the enactment of the Reverse Split at the ratio of 1-for-25.
The Company’s 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 of 69946T 207.
Continental Stock Transfer & Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Split.
A copy of the Certificate of Amendment to the Company’s certificate of incorporation is filed as Exhibit 3.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
3.1 Certificate of Amendment to Certificate of Incorporation of Pareteum Corporation
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 -0.11 at 3.39 with 106,290 shares trading hands.