PARETEUM CORPORATION (TEUM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On November 10, 2016, Pareteum Corporation (the Company) entered
into separate subscription agreements (the Subscription
Agreement) with certain accredited investors (as defined in
Rule501(a) of the Securities Act of 1933, as amended, the
Securities Act) (the Investors) relating to the issuance and sale
of 62 shares of the Companys Series A-1 Preferred Stock, par
value $0.00001 per share (the Series A-1 Preferred Stock), for
aggregate gross proceeds of $619,807.12 (the Closing). As
previously disclosed, the Company held an initial closing on
October 28, 2016, whereby the Company sold 33 shares of Series
A-1 Preferred Stock for aggregate gross proceeds of $330,000. As
of the date hereof, including previously disclosed sales, the
Company has sold a total of 95 shares of Series A-1 Preferred
Stock for aggregate gross proceeds of $949,807.12.
Each share of Series A-1 Preferred Stock is convertible, at the
option of the holder, into 0.04% of the Companys issued and
outstanding shares of common stock immediately prior to
conversion. Accordingly, if the Maximum Amount is sold in the
Offering, the outstanding Series A-1 Preferred Stock, in the
aggregate, will be convertible into 4.0% of the Companys issued
and outstanding shares of common stock immediately prior to
conversion.
The Company has the right, in its discretion, to compel holders
of the Series A-1 Preferred Stock to convert the preferred stock
into shares of the Companys common stock in the event that a
change in control (as defined in the Certificate of Designation
of Preferences, Rights and Limitations of Series A-1 Preferred
Stock, or the Certificate of Designation) occurs before October
28, 2017. Further, at any time after September 2, 2017, the
Company has the option to automatically convert the Series A-1
Preferred Stock into common stock.
The holders of Series A-1 Preferred Stock are not entitled to
receive any dividends and have no voting rights (except that the
Company may only take certain corporate actions with the approval
of a majority of the outstanding shares of Series A-1 Preferred
Stock). Further, upon liquidation, dissolution or winding up of
the Company, the holders of Series A-1 Preferred Stock will
receive distributions on par with and on a pro rata basis with
the holders of the Companys common stock as though the Series A-1
Preferred Stock had been converted at the time of such
liquidation, dissolution or winding up of the Company.
The Investors in the Offering have also received piggy-back
registration rights with respect to the shares of common stock
issuable upon conversion of the Series A-1 Preferred Stock.
In connection with the Offering, the Company retained a placement
agent. The Company agreed to pay the placement agent, subject to
certain exceptions, a cash fee equal to eight percent (8%) of the
aggregate gross proceeds raised by the placement agent in the
Offering plus the reimbursement of certain out-of-pocket expenses
not exceeding $15,000.
The foregoing description of the Offering does not purport to be
complete and is qualified in its entirety by reference to the
Subscription Agreement and the Certificate of Designation, copies
of which are filed as Exhibit 10.1 and 3.1 to this Current Report
on Form 8-K.
Item 2.02Results of Operations and Financial
Condition.
On November 14, 2016, the Company issued a press release
disclosing certain information regarding its results of
operations for the fiscal quarter ended September 30, 2016. A
copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information being furnished to Item 2.02, Item 7.01 and
Exhibit 99.1 of this Current Report on Form 8-K shall not be
deemed filed for the purposes of, or otherwise subject to, the
liabilities under Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act). Unless expressly
incorporated into a filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act made after the date
hereof, the information contained under Item 2.02, Item 7.01 and
Exhibit 99.1 shall not be incorporated by reference into any
filing of the Company whether made before or after the date
hereof, regardless of any general incorporation language in such
filing.
Item 3.02Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this Current Report on
Form 8-K concerning the sale of the Series A-1 Preferred Stock is
incorporated herein by reference. The Series A-1 Preferred Stock
was offered and sold to an exemption from registration under
Section 4(a)(2) and Regulation D of the Securities Act.
Item 7.01Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this
Current Report.
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock |
| 10.1 | Subscription Agreement |
| 99.1 | Press Release, dated November 14, 2016 |
About PARETEUM CORPORATION (TEUM)