UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~April 1025, ~~2021~~2022

Pareteum Corporation

(Exact name of Registrant as Specified in Charter)

Delaware

001-35360

95-4557538

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS. Employer Identification No.)

1185 Avenue of the Americas, 2nd Floor

New York, NY 10036

(Address of principal executive offices) (Zip Code)

(646) 975-0400

(Registrant's telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TEUM	N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On ~~December 10~~ April 25, ~~2021~~2022, Pareteum Corporation (the “Company”): entered into a series of related transactions whereby it (i) agreed to the transfer of its previously issued senior secured convertible notes due 2025 (the “First Lien Notes”) from High Trail Investments SA LLC (“High Trail”) and Channel Ventures Group, LLC (“Channel Ventures Group”) to a new holder, Circles MVNE Pte. Ltd., an Asian digital telecommunications and consumer company based in Singapore (“Circles”) and (ii) issued and sold a new series of senior secured bridge notes due 2022 (the “Bridge Notes”) to Circles.

·Notes entered into an Omnibus Amendment, dated as of November 26, 2021 (the “First Lien Omnibus Amendment”), with High Trail Investments SA LLC (“High Trail”), as the holder of the Company’s outstanding Senior Secured Convertible Note due 2025 (the “Convertible Note”) and in its capacity as collateral agent, and the guarantors of the Convertible Note;Transfer

·As ~~entered~~previously ~~into~~disclosed, athe Company had previously issued and sold $22.5 million initial principal amount of First Lien ~~Joinder~~Notes pursuant to its previously disclosed Securities Purchase Agreement, dated as of June 8, 2020 (as ~~defined~~amended ~~below)~~to date, the “First Lien Purchase Agreement,” and collectively with certain other agreements, instruments, certificates and ~~issued~~documents ~~Incremental~~entered ~~Notes~~into, (contemplated by or delivered in connection with each of the foregoing, as ~~defined~~amended ~~below~~the “First Lien Transaction Documents), among the Company, High Trail and Channel Ventures Group. As of April 25, 2022, an aggregate of $21,469,123.59 of principal and accrued interest was outstanding under the First Lien Notes. In connection with the sale of the First Lien Notes by High Trail and Channel Ventures Group to Circles, High Trail, Channel Ventures Group, ~~LLC~~Circles and the Company entered into that certain Note Sale Contract, adated ~~Delaware~~as ~~limited~~of April ~~liability~~25, ~~company~~2022 (the “Note Sale Contract”). Under the Note Sale Contract, the Company reaffirmed its secured obligations under the First Lien Transaction Documents, agreed to take all such actions reasonably requested to replace High Trail and Channel Ventures Group as collateral and administrative agents and appoint Circles as the successor collateral and administrative agent under the First Lien Transaction Document and to agree to amendments to certain arrangements among the various creditors of the Company. Also, in connection with the sale of First Lien Notes under the Note Sale Contract, the Company (i) agreed to amendments to the First Lien Notes to reflect that the holder thereof, and therefore payee of the First Lien Notes, is now Circles, (ii) agreed that all conversion features of the First Lien Notes had expired and would no longer have any force or effect and (iii) entered into that Second Omnibus Agreement, dated as of April 25, 2022, among the Company, certain subsidiaries of the Company, Circles and High Trail (the “Second Omnibus Agreement”);. Under the Second Omnibus Agreement, the parties thereto provided for the appointment of Circles, and the removal of High Trail, as administrative and collateral agent under the First Lien Transaction Documents, and made certain other changes to the First Lien Transaction Documents. The Company did not receive any proceeds from the sale of the First Lien Notes under the Note Sale Contract, and the First Lien Notes remain outstanding.

·Bridge entered into a Third Omnibus Amendment, dated as of November 26, 2021 (the “Second Lien Omnibus Amendment”) with the holders of its previously outstanding Senior Second Lien Secured Convertible Notes due 2025, dated as of various dates, in the aggregate principal amount of up to $24,018,206, plus the accrued in-kind interest to be added to such principal amount, issued by the Company to several investors (the “Second Lien Notes”), the guarantors of the Second Lien Notes, Hoving & Partners S.A., as the existing collateral agent, and Channel Ventures, as the successor collateral agent.Financing

~~First~~On ~~Lien~~April ~~Omnibus~~25, ~~Amendment~~2022, the Company entered into the Securities Purchase Agreement, dated as of April 25, 2022 (the “Bridge Notes SPA”), with Circles under which it agreed to issue and sell $6.00 million of Bridge Notes to Circles for an aggregate purchase price of $6.00 million. The closing of the sale of the Bridge Notes occurred on April 25, 2022. The Bridge Notes SPA contains several affirmative and negative covenants, including covenants requiring it to: (i) timely make all filings and reports relating to the sale of the Bridge Notes under appliable state and federal securities laws, (ii) pay the legal fees and expenses incurred by Circles in connection with the issue and sale of the Bridge Notes , (iii) refrain from issuing any other convertible indebtedness, warrants or other series of bridge notes and (iv) maintain its corporate existence.

The Bridge Notes are senior, secured obligations of the Company, and interest is payable, in cash, on the maturity date at a rate of 8% per annum or, if an Event of Default has occurred and is continuing under the Bridge Notes, at a rate of 18% per annum. The outstanding principal is due and payable in full on the maturity date. Events of Default have occurred and are continuing under the First Lien ~~Omnibus~~Notes, ~~Amendment~~and ~~effected~~as ~~changes~~a result, Circles has the right to ~~several~~accelerate ~~agreements~~the maturity of the Bridge Notes under the cross-default provision of the Bridge Notes. The Bridge Notes are secured by a first lien on substantially all assets of the Company and ~~instruments~~substantially ~~previously~~all ~~entered~~assets ~~into~~of its material U.S.-organized subsidiaries, the assets of Pareteum Europe BV, a subsidiary organized in the Netherlands, and the assets of Artilium Group Limited, a subsidiary organized in England, and rank senior to the First Lien Notes and certain other indebtedness of the Company. The maturity date of the Bridge Notes is October 31, 2022.The holder of the Bridge Notes or ~~issued~~the byCompany may also elect for the Company to redeem the Bridge Notes for cash at a price equal to 120% of the then-outstanding principal, plus accrued and unpaid interest, if the Company undergoes a fundamental change. The Bridge Notes rank senior to the First Lien Notes and to all other indebtedness of the Company.

~~First~~The ~~Lien~~Bridge ~~Securities~~Notes ~~Purchase~~impose certain customary affirmative ~~Agreement~~and negative covenants upon the Company, as well as covenants requiring that (i) payments under the Bridge Notes rank senior to all other indebtedness of the Company, (ii) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, and (iii) restrict the declaration of any dividends or other distributions. The Bridge Notes contain customary events of default, including certain cross-default provisions.

~~The First~~Consistent ~~Lien~~with ~~Omnibus~~covenants ~~Amendment~~contained ~~amended~~in the ~~previously~~Bridge Notes ~~disclosed Securities Purchase Agreement~~SPA, ~~dated as of June 8, 2020 (as amended,~~ the ~~“First~~Company ~~Lien~~intends ~~Purchase~~to ~~Agreement”),~~use ~~between~~ the ~~Company~~net ~~and~~proceeds ~~High~~from ~~Trail, as~~ the ~~holder~~offering of the ~~Convertible~~Bridge ~~Note and~~Notes ~~the~~to ~~collateral~~facilitate ~~agent, under which~~ the ~~Convertible~~Company’s ~~Note~~undertaking of ~~and~~one ~~certain~~or ~~warrants~~more tostrategic ~~purchase~~alternatives ~~Common~~in ~~Stock~~accordance ~~were~~with ~~issued.~~a ~~Among~~budget ~~other~~agreed ~~changes, the~~upon ~~First~~with ~~Lien Omnibus Amendment:~~Circles.

· provides for the offer and sale of an additional series of 8.00% Senior Secured Convertible Notes (the “Incremental Notes”) in the aggregate initial principal amount of up to $5,000,000 under the First Lien Purchase Agreement in one or more additional closings;

· establishes the form of Incremental Note and form of joinder agreement by which purchasers of Incremental Notes will become party to the First Lien Purchase Agreement (the “First Lien Joinder”); and

· provides the manner in which the proceeds received upon the exercise of any remedies under the security agreement relating to the purchase and sale of the Convertible Note will be apportioned among High Trail and the holders of any Incremental Notes sold.

The First Lien Omnibus Amendment also effected certain other conforming and immaterial changes to the other documents entered into in connection with the original sale of the Convertible Note. In connection with the entry by the Company into the First Lien Omnibus Amendment and the issuance of the Incremental Notes, the Company also entered into a First Lien Joinder with Channel Ventures. The First Lien Joinder sets forth the purchase terms for the Incremental Notes and makes Channel Ventures party to the First Lien Purchase Agreement as a “Buyer,” subject to all of the representations, warranties, covenants and agreements of the First Lien Purchase Agreement in such capacity.

Incremental Notes

On December 10, 2021, in connection with the Company’s entry into the First Lien Omnibus Amendment and the First Lien Joinder, the Company completed the issuance and sale to Channel Ventures under the First Lien Purchase Agreement, as amended by the First Lien Omnibus Amendment and the First Lien Joinder, of six Incremental Notes, dated as of various dates, in the aggregate principal amount of $4.0 million. The Incremental Notes were purchased for an aggregate purchase price of $4.0 million in cash. The Incremental Notes are in the form of the note attached as an exhibit to the First Lien Purchase Agreement, as amended by the First Lien Omnibus Amendment and the First Lien Joinder. Each Incremental Note is dated the date that the Company received the purchase price for such Incremental Note, the last of which is dated November 26, 2021.

The Incremental Notes are senior, secured obligations of the Company, and interest is payable monthly on each Incremental Note beginning with the first month after the date of its issuance at a rate of 8% per annum or, if an Event of Default has occurred and is continuing under the Incremental Notes, at a rate of 18% per annum. Events of Default have occurred and are continuing under the Incremental Notes. The Incremental Notes are secured by a first lien on substantially all assets of the Company and substantially all assets of its material U.S.-organized subsidiaries and the assets of Pareteum Europe BV, a subsidiary organized in the Netherlands. Interest may be paid, at the election of the Company, in cash, in shares of common stock of the Company, provided that the Company may only pay in shares of its common stock upon the satisfaction of certain conditions, or in-kind by the Company by adding such amounts to the outstanding principal amount thereof, rather than paying such amounts in cash or shares of Common Stock. The number of shares issuable if the Company elects to pay interest in shares is determined by the application of a formula in which the amount of the interest due is divided by 85% of the lowest volume-weighted average price of the Company’s common stock on the market on which the Company’s common stock is then traded or for which prices are quoted over the 10 days preceding the date of such payment.

At the Company’s option, with the prior written consent of the holders of the Incremental Notes, the Company may redeem all or a portion of the Incremental Notes. The holder of the Incremental Notes or the Company may also elect for the Company to redeem the Incremental Notes at a 20% premium if the Company undergoes a fundamental change.

The Incremental Notes are convertible into shares of the Company’s common stock, in part or in whole, from time to time, at the election of the holder of the Incremental Notes. The initial conversion rate is 2,702.7027 shares of Company common stock for each $1,000 of principal amount of Incremental Notes. The conversion rate is subject to anti-dilution adjustments.

The Incremental Notes impose certain customary affirmative and negative covenants upon the Company, as well as covenants requiring that (i) payments under the Incremental Notes rank senior to all unsecured indebtedness of the Company, (ii) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (iii) restrict the declaration of any dividends or other distributions and (iv) require the Company and its subsidiaries to maintain certain minimum revenues. The Incremental Notes contain customary events of default, including certain cross-default provisions.

The Company intends to use the net proceeds from the offering of the Incremental Notes for general corporate purposes.

Second Lien Omnibus Amendment

The Second Lien Omnibus Amendment effected changes to several agreements and instruments previously entered into or issued by the Company.

Second Lien Purchase Agreement

The Second Lien Omnibus Amendment amended the previously disclosed Securities Purchase Agreement, dated as of April 13, 2021 (as amended, the “Second Lien Purchase Agreement”), among the Company, the holders of the Second Lien Notes and the collateral agent, under which the Second Lien Notes and certain warrants to purchase Common Stock were issued. Among other changes, the Second Lien Omnibus Amendment provides for the appointment of Channel Ventures, and the removal of Hoving & Partners S.A., a private, Europe-based investor, as administrative and collateral agent under the Second Lien Note sale transaction documents, and makes certain other immaterial changes to the Second Lien Purchase Agreement.

Outstanding Second Lien Notes

The Second Lien Omnibus Amendment amended certain terms and provisions of the outstanding Second Lien Notes and the form of any new Senior Second Lien Secured Notes due 2025 issued to any future buyer under the Second Lien Purchase Agreement by revising the procedure by which the holders of Second Lien Notes will reimburse the administrative and collateral agent.

***

There is no material relationship between the Company or its affiliates, on the one hand, and Circles, on the other hand, except that Circles currently holds all of the Bridge Notes and the First Lien Notes. There is no material relationship between the Company or its affiliates, on the one hand, and High Trail and Channel Ventures, on the other hand, except that High Trail ~~holds~~and Channel Ventures held the ~~Convertible~~First Lien Notes previously ~~Note~~issued under the First Lien Transaction Documents and each of High Trail and Channel Ventures Group is party to other previously disclosed agreements with the Company. The foregoing description is qualified in its entirety by the terms of the ~~First~~Second ~~Lien~~ Omnibus ~~Amendment~~ Agreement, the ~~Incremental~~Allonges ~~Notes,~~to the First Lien ~~Joinder~~Notes, ~~and~~ the ~~Second~~Bridge ~~Lien~~Notes ~~Omnibus~~SPA ~~Amendment~~and the Bridge Notes, which are attached hereto as Exhibits 10.1 through and 10.911 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereof is incorporated by reference into this Item 2.03.

~~Item~~Cautionary ~~3.02~~Note ~~Unregistered~~Regarding ~~Sales~~Forward ofLooking ~~Equity Securities.~~Statements

OnCertain statements contained in this Current Report ~~December 10,~~on ~~2021,~~Form 8-K constitute “forward-looking statements” as defined by the ~~Company~~Private ~~completed~~Securities Litigation Reform Act of 1995. With the ~~sale~~exception of $4historical ~~million~~matters, ~~aggregate~~the ~~principal~~matters ~~amount~~discussed ofin ~~Incremental~~this ~~Notes~~report are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “should,” “will,” “would” and other similar expressions. In addition, any statements that refer to ~~Channel~~expectations ~~Ventures~~or other characterizations of future events or circumstances are forward-looking statements. However, our actual results may differ materially from those contained in, aor ~~private~~implied ~~placement~~by, ~~pursuant~~these forward-looking statements. Factors that could cause actual results to ~~the~~differ ~~exemption~~materially from those in the ~~registration~~forward-looking ~~requirements~~statements include, but are not limited to: risks and uncertainties associated with the integration of the ~~Securities~~assets ~~Act~~and ofoperations ~~1933,~~we ashave ~~amended~~acquired (and may acquire in the ~~“Securities~~future; our possible inability to raise additional ~~Act”),~~capital ~~provided~~that will be necessary to expand our operations; the substantial doubt about our ability to continue as a going concern expressed in the most recent report on our audited financial statements; our potential lack of revenue growth; the length of our sales cycle; pending investigations by ~~Section 4~~the federal government and other lawsuits; the outbreak and impact of the novel coronavirus (aCOVID-19)~~(2)~~ and Russia’s invasion of Ukraine on the ~~Securities~~global ~~Act.~~economy ~~The~~and ~~Company~~our ~~relied~~business; onour ~~this~~potential ~~exemption~~inability ~~from~~to ~~registration~~add ~~based~~new products and services that will be necessary to generate increased sales; our potential inability to develop and successfully market platforms or services or our inability to obtain adequate funding to implement or develop our business; our ability to successfully remediate the material weakness in ~~part~~our oninternal ~~representations~~control over ~~made~~financial byreporting ~~Channel~~within ~~Ventures~~the time periods and in the ~~First~~manner ~~Lien~~currently ~~Purchase~~anticipated; ~~Agreement~~the effectiveness of our internal control over financial reporting, ~~via~~including ~~its~~the ~~execution~~identification of ~~the~~additional ~~First~~control ~~Lien~~deficiencies; ~~Joinder,~~risks related to restrictions and covenants in our convertible debt facility that itmay isadversely anaffect ~~“accredited~~our ~~investor”~~business; asrisks ~~defined~~related into ~~Rule 501~~our current noncompliance with certain terms under our ~~the~~senior ~~Securities~~secured ~~Act~~convertible indebtedness; our potential loss of key personnel and ~~that~~our ~~the~~ability ~~Incremental~~to ~~Notes~~find ~~are~~qualified personnel; international, ~~being~~national ~~acquired~~regional ~~for~~and local economic political changes, political risks, and risks related to global tariffs and import/export regulations; fluctuations in foreign currency exchange rates; our potential inability to use and protect our intellectual property; risks related to our continued investment ~~purposes~~in research and ~~not~~development, product defects or software errors, or cybersecurity threats; general economic and market conditions; regulatory risks and the potential consequences of non-compliance with aapplicable ~~view~~laws and regulations; increases in operating expenses associated with the growth of our operations; risks related to orour capital stock, including the potentially dilutive effect of issuing additional shares and the fact that shares eligible for future sale may adversely affect the market for our common stock; the possibility of telecommunications rate changes and technological changes; disruptions in ~~connection~~our networks and infrastructure; the potential for increased competition and risks related to competing with ~~any~~major ~~distribution~~competitors ~~thereof~~who are larger than we are; our positioning in ~~violation~~the marketplace as a smaller provider; risks resulting from the restatement of certain of our financial statements; and the other risks discussed in our ~~any~~Form ~~federal~~10-K orfor ~~state~~the ~~securities~~year ended December 31, 2020. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

~~The information contained in~~ Item 19.01 ofFinancial ~~this Current~~Statements ~~Report~~and ~~on Form 8-K is incorporated herein by reference~~Exhibits.

~~Item 9.01 Financial Statements and~~ (d) Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Second Omnibus Agreement, dated as of April 25, 2022, by and among High Trail Investments SA LLC, Circles MVNE Pte. Ltd., Pareteum Corporation and certain subsidiaries of Pareteum Corporation.
10.2		Allonge to Senior Secured Convertible Note due 2025, Certificate A-1, dated June 8, 2020
10.3		Allonge to Senior Secured Convertible Note due 2025, Certificate B-1, dated October 1, 2021
10.4		Allonge to Senior Secured Convertible Note due 2025, Certificate B-2, dated October 7, 2021
10.5		Allonge to Senior Secured Convertible Note due 2025, Certificate B-3, dated October 15, 2021
10.6		Allonge to Senior Secured Convertible Note due 2025, Certificate B-4, dated October 25, 2021
10.7		Allonge to Senior Secured Convertible Note due 2025, Certificate B-5, dated November 15, 2021
10.8		Allonge to Senior Secured Convertible Note due 2025, Certificate B-6, dated November 26, 2021
10.9		Allonge to Senior Secured Convertible Note due 2025, Certificate B-7, dated December 17, 2021
10.10*		Securities Purchase Agreement, dated as of April 25, 2022, between Pareteum Corporation and Circles
10.11		Senior Secured Bridge Note due 2022, issued April 25, 2022, by Pareteum Corporation
104		Cover Page Interactive Data File (formatted as Inline XBRL)

Exhibit Number		Description
10.1		Omnibus Amendment, dated as of November 26, 2021, among Pareteum Corporation, certain subsidiaries of Pareteum Corporation and High Trail Investments SA LLC
10.2		Senior Secured Convertible Incremental Note due 2025, dated as of October 1, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $1,499,989
10.3		Senior Secured Convertible Incremental Note due 2025, dated as of October 7, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $499,961
10.4		Senior Secured Convertible Incremental Note due 2025, dated as of October 15, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $510,615.59
10.5		Senior Secured Convertible Incremental Note due 2025, dated as of November 15, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $500,000
10.6		Senior Secured Convertible Incremental Note due 2025, dated October 25, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $497,495.28
10.7		Senior Secured Convertible Incremental Note due 2025, dated as of November 26, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $491,939.13
10.8		Joinder Agreement, dated as of November 26, 2021, between Channel Ventures Group, LLC, Pareteum Corporation and High Trail Investments SA LLC
10.9		Third Omnibus Amendment, dated as of November 26, 2021, among Pareteum Corporation, certain subsidiaries of Pareteum Corporation, and the purchasers party thereto, Hoving & Partners S.A. and Channel Ventures Group, LLC
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARETEUM CORPORATION
Dated: December 10, 2021	By:	/s/ Laura W. Thomas
Dated: April 29, 2022	By:	/s/ Laura W. Thomas
		Name: Laura W. Thomas
		Title: Interim Chief Financial Officer

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