PARETEUM CORPORATION (NYSEMKT:TEUM) Files An 8-K Regulation FD Disclosure
Item 7.01.
| Regulation FD Disclosure |
On March 7, 2017, the Company issued a press release announcing
the transaction described under Item 8.01 below. A copy of the
press release referred to above is attached hereto as Exhibit
99.1.
The information contained in this Item 7.01 of this Current
Report on Form 8-K shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or incorporated by reference in any filing
under the Securities Act of 1933, as amended (the Securities Act)
or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing. The furnishing of the
information in this Item 7.01 of this Current Report on Form 8-K
is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the
information contained in this Current Report on Form 8-K
constitutes material investor information that is not otherwise
publicly available.
This Current Report on Form 8-K and exhibits may contain these
types of statements, which are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, and which involve risks, uncertainties and reflect the
Registrants judgment as of the date of this Current Report on
Form 8-K. Forward-looking statements may relate to, among other
things, operating results and are indicated by words or phrases
such as expects, should, will, and similar words or phrases.
These statements are subject to inherent uncertainties and risks
that could cause actual results to differ materially from those
anticipated at the date of this Current Report on Form 8-K. The
Company disclaims any obligation to, and will not, update any
forward-looking statements to reflect events or circumstances
after the date hereof. Investors are cautioned not to rely unduly
on forward-looking statements when evaluating the information
presented within.
| Item 8.01. | Other Events. |
On March 6, 2017, Elephant Talk Europe Holding B.V., an
entityorganized 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). Capitalized terms used herein but not
otherwise defined shall have the meaning as set forth in the
Amended and Restated Credit Agreement.
to the Agreement, (i) the Maturity Date will be extended to
December 31, 2018; (ii) the amortization schedule will be 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; Q4-18: Balloon; (iii) a new financial covenants package
shall be agreed upon by the parties by April 30, 2017; and (iv)
the Warrants will be amended as follows: (a) the aggregate amount
of shares of common stock underlying the Warrants will be
increased to 1,446,000 (post-reverse split); (b) the exercise
price of the Warrants will be set at the lesser of (A) $3.25 per
share (post-reverse split) or (B) a 13% discount to the offering
price of shares of common stock in an underwritten public
offering (the Equity Offering) of the Company; and (c) the
anti-dilution sections (Sections 9(d) and 9(h)) of the Warrants
shall be removed.
The terms of the Agreement are subject to, and conditioned upon,
among other things, the execution and delivery of a formal
amendment to the Amended and Restated Credit Agreement and
Warrant, a reaffirmation of the Borrower and Guarantors
obligations thereunder, a reaffirmation of the security interests
and guarantees granted by the Borrower and Guarantors in
connection therewith and the consummation of the Equity Offering.
A copy of the Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
description of the material terms of the Agreement is qualified
in its entirety by reference to Exhibit 10.1.
| Item 9.01. | Exhibits. |
|
ExhibitNo. |
Description |
|
| 10.1 |
Letter Agreement, dated as of March 6, 2017, by and among Elephant Talk Europe Holding B.V., as the Borrower, Pareteum Corporation, as the Parent and Guarantor, the other Subsidiaries of the Parent, from time to time party hereto as Guarantors, the Lenders from time to time party hereto and Atalaya Administrative LLC, as Administrative Agent and Collateral Agent. |
|
| 99.1 | Press Release dated March 7, 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 up +0.07 at 1.94 with 236,743 shares trading hands.