PARETEUM CORPORATION (NYSEMKT:TEUM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On March 10, 2017, Pareteum Corporation (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Joseph Gunnar Co., LLC (the Underwriter), relating to the
issuance and sale of 2,333,334 shares of the Companys common
stock, par value $0.00001 per share (the Common Stock), at a
price to the public of $1.50 per share together with five-year
warrants to purchase an aggregate of 1,166,667 shares of Common
Stock at an exercise price of $1.87. The Underwriter agreed to
purchase the shares from the Company to the Underwriting
Agreement at a price of $1.3949 per share. The gross proceeds to
the Company from the offering are expected to be approximately
$3.5 million, before deducting underwriting discounts and
commissions and estimated offering expenses payable by the
Company. The offering closed on March 15, 2017. In addition,
under the terms of the Underwriting Agreement, the Company has
granted the Underwriter a 45-day option to purchase up to (i) up
to 350,000 additional shares of Common Stock (the Option Shares)
at a purchase price of $1.3949 per one Option Share, taking into
account the Underwriters discount, and/or (ii) warrants to
purchase up to 175,000 additional shares of Common Stock (the
Option Warrants). The Underwriter partially exercised their
over-allotment option on 109,133 Option Warrants.

The offering is being made to the Companys effective registration
statement on Form S-3 (Registration Statement No.333-213575)
previously filed with and declared effective by the Securities
and Exchange Commission (the SEC) and a prospectus supplement and
accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 to this report and is incorporated by reference
herein.

On March 10, 2017, the Company issued a press release announcing
the pricing of the offering. On March 15, 2017, the Company
issued a press release announcing the closing of the offering. A
copy of these press releases are attached hereto as Exhibit 99.1
and Exhibit 99.2, respectively.

Forward-Looking Statements

The Company cautions you that statements included in this Current
Report on Form 8-K that are not a description of historical facts
are forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as may, will, should,
expect, plan, anticipate, could, intend, target, project,
contemplates, believes, estimates, predicts, potential or
continue or the negatives of these terms or other similar
expressions. These statements are based on the Companys current
beliefs and expectations. Such forward-looking statements
include, among other things, references to the completion of the
offering and the expected net proceeds therefrom. Actual results
could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among
others, the risk and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
relating to the offering, as well as risks and uncertainties in
the Companys business, including those risks described in the
Companys periodic reports it files with the SEC. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and the
Company undertakes no obligation to revise or update this report
to reflect events or circumstances after the date hereof. All
forward-looking statements are qualified in their entirety by
this cautionary statement. This caution is made under the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995.

(d)Exhibits.

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 -0.03 at 1.34 with 256,901 shares trading hands.