PARETEUM CORPORATION (NYSEMKT:TEUM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 7, 2017, on
March 6, 2017, Elephant Talk Europe Holding B.V., an entity
organized under the laws of the Netherlands (the Borrower), a
wholly owned subsidiary of Pareteum Corporation (the Company), as
Borrower, the Company, Pareteum North America Corp., a Delaware
corporation, Elephant Talk Group International B.V., an entity
organized under the laws of the Netherlands, Corbin Mezzanine
Fund I, L.P. (Lender) and Atalaya Administrative LLC, a New York
limited liability company, as administrative agent and collateral
agent for the Lender, entered into a Letter Agreement (the
Agreement) to amend certain terms of the credit agreement among
the parties, dated November 17, 2014, as has been amended from
time to time (as so amended, the Amended and Restated Agreement).
On March 31, 2017, the relevant parties entered into the formal
amendment to the Amended and Restated Agreement (the Amendment).
Capitalized terms used herein but not otherwise defined shall
have the meaning as set forth in the Amended and Restated Credit
Agreement.
to the Amendment, (i) the Maturity Date was extended to December
31, 2018; (ii) the amortization schedule was amended as follows:
Q1-17: $1,500,000; Q2-17: $1,500,000; Q3-17: $500,000; Q4-17:
$500,000; Q1-18: $750,000; Q2-18: $750,000; Q3-18: $750,000; and
(iii) inserting a new definition of 2017 Equity Offering.
Additionally, the two warrants previously issued to the Lender
(the Corbin Warrant) and ACM Carry-I LLC (the ACM Warrant and,
together with the Corbin Warrant, the Warrants) were amended to
(a) increase the aggregate amount of shares of common stock
underlying the Corbin Warrant to 1,229,100 and increase the
aggregate amount of shares of common stock underlying the ACM
Warrant to 216,900; (b) adjust the exercise price of the Warrants
to $1.305 per share; and (c) remove the anti-dilution sections
(Sections 9(d) and 9(h)) of the Warrants.
Copies of the Amendment, the amendment to the Corbin Warrant, and
the amendment to the ACM Warrant, are filed as Exhibit 10.1,
Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference. The
descriptions of the material terms of the Amendment, the
amendment to the Corbin Warrant, and the amendment to the ACM
Warrant are qualified in their entirety by reference to Exhibit
10.1, Exhibit 4.1 and Exhibit 4.2, respectively.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this Current Report on
Form 8-K concerning the Agreement is incorporated herein by
reference. The issuance of the shares of the Companys common
stock under the Agreement is to an exemption from registration
under Section 4(a)(2) and Regulation D of the Securities Act.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Amendment No. 1 to Corbin Warrant, dated March 31, 2017 |
| 4.2 | Amendment No. 1 to ACM Warrant, dated March 31, 2017 |
| 10.1 | Amendment, dated March 31, 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 -0.080 at 0.690 with 175,023 shares trading hands.
