UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May ~~April 25~~15, 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))

☐	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.

OnThe ~~April~~information ~~25,~~set ~~2022,~~forth ~~Pareteum~~below ~~Corporation~~under ~~(the~~Item ~~“Company”) entered~~1.03 ~~into a series~~ of ~~related~~this ~~transactions~~Current ~~whereby~~Report iton ~~(i)~~Form ~~agreed~~8-K toregarding the ~~transfer~~DIP ofCredit ~~its~~Agreement ~~previously~~and ~~issued senior secured convertible notes due 2025 (~~the ~~“First~~Asset ~~Lien~~Purchase ~~Notes”)~~Agreement ~~from High Trail Investments SA LLC~~ (~~“High~~each ~~Trail”)~~as ~~and~~defined ~~Channel Ventures Group, LLC (“Channel Ventures Group”~~below) tois aincorporated ~~new~~herein ~~holder,~~by ~~Circles MVNE Pte~~reference. 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~~Item ~~Transfer~~1.03. Bankruptcy or Receivership.

AsOn ~~previously~~May 15, ~~disclosed~~2022, Pareteum Corporation (the “Company”) ~~had previously issued~~ and ~~sold~~certain ~~$22.5 million initial principal amount~~ of ~~First Lien Notes pursuant to~~ its ~~previously~~direct ~~disclosed Securities~~and ~~Purchase~~indirect ~~Agreement,~~subsidiaries ~~dated as of June 8, 2020~~ (~~as amended to date~~collectively, the “~~First Lien Purchase Agreement,~~Debtors” ~~and~~) ~~collectively~~filed ~~with~~voluntary ~~certain~~petitions ~~other~~for ~~agreements,~~relief ~~instruments,~~under ~~certificates~~Chapter ~~and~~11 ~~documents~~of ~~entered~~Title ~~into,~~11 ~~contemplated~~of bythe orUnited ~~delivered in~~States ~~connection~~Bankruptcy ~~with each of the foregoing~~Code, as amended (the “~~First~~Bankruptcy ~~Lien Transaction Documents~~Code”), ~~among~~in the ~~Company,~~United ~~High Trail~~States ~~and~~Bankruptcy ~~Channel~~Court ~~Ventures~~for ~~Group.~~the AsSouthern District of ~~April~~New ~~25,~~York ~~2022,~~in anNew ~~aggregate of $21~~York,~~469,123.59~~ ofNew ~~principal~~York ~~and accrued interest was outstanding under~~ (the ~~First~~“Bankruptcy ~~Lien Notes~~Court”). InThe ~~connection~~Debtors’ ~~with~~Chapter ~~the~~11 ~~sale~~cases ofare ~~the~~being ~~First~~jointly ~~Lien~~administered ~~Notes~~under ~~by High Trail and Channel Ventures Group to Circles, High Trail, Channel Ventures Group, Circles and~~ the ~~Company~~caption ~~entered~~In ~~into~~re ~~that~~Pareteum ~~certain Note Sale Contract~~Corporation., ~~dated~~et ~~as of April 25~~al., ~~2022~~Case No. 22-10615 (the “~~Note~~Chapter ~~Sale~~11 ~~Contract~~Filing”). ~~Under~~The ~~the~~Debtors ~~Note~~will ~~Sale~~continue ~~Contract, the Company reaffirmed its secured obligations under the First Lien Transaction Documents, agreed~~ to ~~take~~operate ~~all~~their ~~such~~businesses ~~actions reasonably requested to replace High Trail and Channel Ventures Group~~ as ~~collateral~~“debtors-in-possession” ~~and administrative agents and appoint Circles as the successor collateral and administrative agent~~ under the ~~First~~jurisdiction ~~Lien Transaction Document and to agree to amendments to certain arrangements among the various creditors~~ of the ~~Company.~~Bankruptcy ~~Also,~~Court and in ~~connection~~accordance with the ~~sale~~applicable provisions of ~~First Lien Notes under~~ the ~~Note~~Bankruptcy ~~Sale~~Code ~~Contract, the Company (i) agreed to amendments to the First Lien Notes to reflect that the holder thereof,~~ and ~~therefore payee of~~ the ~~First~~orders ~~Lien Notes, is now Circles, (ii) agreed that all conversion features~~ of the ~~First~~Bankruptcy ~~Lien~~Court. ~~Notes~~The ~~had~~Debtors ~~expired and would no longer~~ have ~~any~~filed ~~force~~various ~~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~~first ~~Omnibus Agreement~~day”). ~~Under~~motions ~~the~~with ~~Second Omnibus Agreement,~~ the ~~parties thereto~~Bankruptcy ~~provided~~Court ~~for~~requesting ~~the~~customary ~~appointment~~relief ofthat ~~Circles,~~will ~~and~~enable the ~~removal~~Company ofto ~~High~~transition ~~Trail,~~into asChapter ~~administrative~~11 ~~and~~protection ~~collateral~~without ~~agent~~material ~~under~~disruption ~~the First Lien Transaction Documents, and made certain other changes~~ to ~~the~~their ~~First~~ordinary ~~Lien~~course ~~Transaction Documents~~operations. ~~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~~DIP ~~Financing~~Credit Agreement

OnIn ~~April~~connection ~~25,~~with ~~2022~~the Chapter 11 Filing, the ~~Company~~Debtors entered into ~~the~~ ~~Securities~~a ~~Purchase~~superpriority ~~Agreement,~~senior ~~dated~~secured asdebtor-in-possession ofcredit ~~April~~agreement ~~25, 2022~~ (the “~~Bridge~~DIP ~~Notes~~Credit ~~SPA~~Agreement”), ~~with~~dated ~~Circles~~as ~~under~~of ~~which it~~May 19, ~~agreed~~2022, towith ~~issue~~a ~~and~~senior ~~sell~~secured ~~$6.00~~lender ~~million~~ of ~~Bridge~~the ~~Notes~~Company, to Circles ~~for~~MVNE ~~an aggregate purchase price of $6~~Pte.00 ~~million~~LTD. ~~The~~(“Circles”), ~~closing of~~providing ~~the~~postpetition ~~sale~~financing of (the ~~Bridge~~“DIP ~~Notes~~Financing”) ~~occurred~~that onwill ~~April~~provide ~~25,~~for ~~2022.~~(i) a ~~The~~new ~~Bridge~~money ~~Notes~~term ~~SPA~~loan ~~contains~~facility ~~several~~with ~~affirmative~~an ~~and~~aggregate ~~negative covenants,~~principal ~~including~~amount ~~covenants~~of ~~requiring~~up it to: $6.0 million (ithe “DIP Facility”) ~~timely~~and ~~make~~(ii) roll-up ~~all~~loans ~~filings~~in ~~and~~an ~~reports~~amount ~~relating~~equal to the ~~sale~~Debtors’ ofoutstanding ~~the~~prepetition ~~Bridge~~senior ~~Notes under~~obligations ~~appliable~~held ~~state~~by ~~and~~Circle ~~federal~~or ~~securities~~an ~~laws,~~affiliate (~~ii) pay~~ the ~~legal~~“Roll-Up ~~fees~~DIP ~~and~~Loans”). ~~expenses~~On ~~incurred~~May by18, ~~Circles~~2022, ~~in connection with~~ the ~~issue~~ ~~and~~Bankruptcy ~~sale~~Court ofapproved the ~~Bridge~~DIP ~~Notes~~Financing ,on ~~(iii)~~an ~~refrain~~interim ~~from~~basis, ~~issuing~~with ~~any~~a ~~other~~hearing ~~convertible~~for ~~indebtedness,~~Bankruptcy ~~warrants~~Court orapproval ~~other~~on ~~series~~a ~~of bridge~~final ~~notes~~basis ~~and~~set ~~(iv)~~for ~~maintain~~June ~~its~~7, ~~corporate existence~~2022.

The ~~Bridge~~DIP ~~Notes~~Facility ~~are~~will ~~senior,~~provide ~~secured obligations~~up ofto ~~the~~$3.0 million ~~Company,~~to ~~and interest is payable, in cash, on~~ the ~~maturity~~Debtors ~~date at a rate~~ of 8%new ~~per~~money ~~annum~~term ~~or,~~loan ifborrowings on an ~~Event~~interim ~~of Default~~basis ~~has~~(the ~~occurred~~“Interim ~~and~~New isMoney ~~continuing~~DIP ~~under the Bridge Notes~~Loans”), ~~at a rate of 18% per annum. The outstanding principal is due~~ and ~~payable~~ inup ~~full~~to onan ~~the~~additional ~~maturity date~~$3.0 million ~~Events~~ of ~~Default~~new ~~have~~money ~~occurred~~term ~~and~~loan ~~are~~borrowings ~~continuing~~on ~~under the First Lien Notes, and as~~ a ~~result,~~ ~~Circles~~final ~~has~~basis (the ~~right~~“Final toNew ~~accelerate~~Money ~~the~~DIP ~~maturity~~Loans”). ofThe ~~the Bridge Notes under the cross~~Roll-~~default~~Up ~~provision~~DIP ofLoans ~~the~~shall ~~Bridge~~repay ~~Notes. The Bridge Notes are secured~~ by aroll-up ~~first lien on substantially all assets of~~ (i) the ~~Company and substantially all assets of its material U.S.~~pre-~~organized~~petition ~~subsidiaries,~~bridge ~~the~~loan ~~assets~~obligations ofon ~~Pareteum Europe BV,~~ a ~~subsidiary~~dollar-for-dollar ~~organized~~basis infor ~~the~~every ~~Netherlands,~~dollar ~~and the assets~~ of ~~Artilium Group~~Interim ~~Limited,~~New aMoney ~~subsidiary~~DIP ~~organized~~Loans infunded ~~England,~~by ~~and~~Circles ~~rank senior~~ to the ~~First~~Debtors ~~Lien Notes~~ and ~~certain~~(ii) upon ~~other~~funding ~~indebtedness~~ of the ~~Company.~~ ~~The~~Final ~~maturity~~New ~~date~~Money ofDIP ~~the~~Loans ~~Bridge~~and ~~Notes~~the isentry ~~October 31, 2022.The holder~~ of ~~the Bridge Notes or the Company may also elect for the Company to redeem the Bridge Notes for cash at~~ a ~~price~~final ~~equal to 120% of the then-outstanding principal~~order, ~~plus accrued and unpaid interest, if~~ the ~~Company~~remaining ~~undergoes~~outstanding aprepetition ~~fundamental change. The Bridge Notes rank~~ senior tonotes ~~the First Lien Notes and to all other indebtedness of the Company~~obligations.

The ~~Bridge~~DIP ~~Notes~~Financing ~~impose~~has ~~certain~~an ~~customary~~interest ~~affirmative and~~rate ~~negative~~of ~~covenants~~9.0% ~~upon~~per annum, which may be increased by 2.0% per annum following the ~~Company,~~occurrence asand ~~well~~declaration asof ~~covenants~~an ~~requiring~~Event ~~that~~of Default (ias defined in the DIP Credit Agreement). ~~payments~~The ~~under~~maturity date of the ~~Bridge~~DIP ~~Notes~~Financing ~~rank~~shall ~~senior~~be tothe ~~all~~earliest ~~other indebtedness~~of (i) 210 days after the closing date of the ~~Company~~DIP Credit Agreement, (ii) the ~~restrict~~close of the ~~Company~~sale ~~and~~of ~~its~~the ~~subsidiaries~~business ~~from~~and ~~incurring~~assets ~~any~~of ~~additional~~the ~~indebtedness~~Debtors orpursuant ~~suffering~~to ~~any liens,~~an ~~subject~~order toof ~~specified~~the ~~exceptions,~~Bankruptcy Court and (iii) the ~~restrict~~acceleration of the ~~declaration~~maturity of ~~any~~the ~~dividends~~DIP orFacility ~~other~~and ~~distributions~~the Roll-Up DIP Loans following an Event of Default. The ~~Bridge~~outstanding ~~Notes~~principal ~~contain customary~~of ~~events~~the ofDIP ~~default,~~Financing ~~including~~is ~~certain~~due ~~cross-default~~and ~~provisions~~payable in full on the maturity date.

~~Consistent~~The ~~with~~DIP ~~covenants~~Financing ~~contained~~will inbe ~~the~~secured ~~Bridge Notes~~by ~~SPA,~~a ~~the~~perfected ~~Company~~first ~~intends~~priority topriming ~~use~~security ~~the~~interest ~~net~~and ~~proceeds~~lien ~~from~~on all of the ~~offering~~property of the ~~Bridge~~bankruptcy ~~Notes~~estates toof ~~facilitate~~each ~~the~~Debtor ~~Company’s~~other ~~undertaking of~~than ~~one~~certain orExcluded ~~more~~Property ~~strategic~~(as ~~alternatives~~defined in ~~accordance~~the ~~with~~DIP aCredit ~~budget~~Agreement). ~~agreed~~The ~~upon~~DIP ~~with~~Financing is subject to certain customary and appropriate conditions for financings of similar type. The Debtors and Circles anticipate finalizing and executing the DIP Financing documentation promptly.

~~***~~The Chapter 11 Filing is subject to certain milestones under the DIP Credit Agreement, including (i) the Debtors obtaining entry by the Bankruptcy Court of an order approving bidding procedures for substantially all of the Debtors’ assets within 15 days following the Petition Date and (ii) the consummation of the sale of the Stalking Horse Package (as defined in the DIP Credit Agreement) no later than July 12, 2022.

~~There~~The isDIP noCredit ~~material~~Agreement ~~relationship~~contains ~~between the~~customary ~~Company~~affirmative orand ~~its~~negative ~~affiliates,~~covenants ~~on the one hand,~~ and ~~Circles,~~events onof ~~the~~default ~~other~~for ~~hand,~~financings ~~except that Circles currently holds all~~ of ~~the Bridge~~this ~~Notes~~type and ~~the First Lien Notes. There is no material relationship between the Company or its affiliates~~size, onin ~~the~~each ~~one hand~~case, ~~and~~as ~~High Trail~~set ~~and~~forth Channel Ventures, on the other hand, except that High Trail and Channel Ventures held the First Lien Notes previously 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~~DIP ofCredit ~~the Second Omnibus~~ Agreement~~, the Allonges to the First Lien Notes, the Bridge Notes SPA and the Bridge Notes, which are attached hereto as Exhibits 10~~.~~1 through and 10.11 and incorporated herein by reference.~~

~~Item~~The ~~2.03~~foregoing ~~Creation~~description of the DIP Credit Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the DIP Credit Agreement, a ~~Direct~~copy ~~Financial~~of ~~Obligation~~which oris anattached ~~Obligation~~hereto ~~under~~as anExhibit ~~Off~~10.1 to this Form 8-~~Balance~~K ~~Sheet~~and ~~Arrangement~~is ofincorporated aherein ~~Registrant~~by reference in its entirety.

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

~~Cautionary~~On ~~Note~~May 15, ~~Regarding~~2022, ~~Forward~~the ~~Looking~~Debtors ~~Statements~~entered into (subject to the Bankruptcy Court’s approval) a “stalking horse” Asset Purchase Agreement (the “Asset Purchase Agreement”) with Circles and Channel Ventures Group, LLC (collectively, the “Purchasers”) pursuant to which the Purchasers agreed to purchase substantially all of the assets of the Company (such assets, the “Purchased Assets,” and such transaction, the “Asset Sale”). The Purchased Assets include certain of the Debtors’ assets, including, but not limited to, all rights of the Debtors under the executory contracts and unexpired leases specified in the Asset Purchase Agreement (collectively, the “Assumed Contracts”), certain cash and cash equivalents, certain inventory and tangible personal property, certain permits, all intellectual property rights, and books and records. Under the Asset Purchase Agreement, Purchaser would acquire the Purchased Assets for a purchase price of approximately $60 million (the “Purchase Price”), subject to certain post-closing adjustments, and would assume the liabilities and obligations set forth in Section 3.1 of the Asset Purchase Agreement.

~~Certain~~The ~~statements~~Asset ~~contained~~Purchase inAgreement ~~this~~was ~~Current~~filed ~~Report on~~with ~~Form 8-K constitute “forward-looking statements” as defined by~~ the ~~Private~~Bankruptcy ~~Securities~~Court ~~Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this 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~~May 15,” ~~“expect,”~~2022 ~~“anticipate,” “intend,” “estimate,” “plan,” “project,” “should,” “will,” “would”~~ and ~~other~~is ~~similar~~subject ~~expressions. In addition, any statements that refer~~ to expectations or other characterizations of future events or circumstances are forward-looking statements. However, our actual results may differ materially from those contained in, or implied by, these forward-looking statements. Factors that could cause actual results to differ materially from those in the ~~forward-looking~~Debtors’ ~~statements~~solicitation ~~include, but are not limited to: risks and uncertainties associated with the integration~~ of ~~the~~higher ~~assets~~ and ~~operations~~better weoffers ~~have~~pursuant ~~acquired and may acquire in the future; our possible inability~~ to ~~raise~~bidding ~~additional capital~~procedures 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 the federal government and ~~other~~an ~~lawsuits;~~auction ~~the~~process ~~outbreak and impact of the novel coronavirus (COVID-19) and Russia’s invasion of Ukraine on the global economy and our business; our potential inability to add new products and services~~ that will be ~~necessary to~~conducted ~~generate~~under 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~~supervision ~~weakness in our internal control over financial reporting within the time periods and in the manner currently anticipated; the effectiveness~~ of ~~our internal control over financial reporting, including~~ the ~~identification~~Bankruptcy ofCourt ~~additional control deficiencies; risks related to restrictions and covenants~~ in ~~our convertible~~accordance ~~debt facility that may adversely affect our business; risks related to our current noncompliance~~ with ~~certain~~Section 363 ~~terms under our senior secured convertible indebtedness; our potential loss~~ of key personnel and our ability to find qualified personnel; international, national regional 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 in research and development, product defects or software errors, or cybersecurity threats; general economic and market conditions; regulatory risks and the ~~potential~~Bankruptcy ~~consequences~~Code. The ofPurchasers ~~non-compliance~~entered ~~with~~into ~~applicable laws and regulations; increases in operating expenses associated with~~ the ~~growth~~Asset ofPurchase ~~our~~Agreement ~~operations;~~as ~~risks related to our capital stock, including~~ the ~~potentially~~“stalking ~~dilutive effect~~horse” ofbidder ~~issuing additional shares and the fact that shares eligible~~ for ~~future sale may adversely affect~~ the ~~market~~Purchased ~~for~~Assets. As ~~our common stock;~~ the ~~possibility~~stalking ofhorse ~~telecommunications~~bidder, ~~rate changes and technological changes; disruptions in our networks and infrastructure;~~ the ~~potential for~~Purchasers’ ~~increased~~offer ~~competition and risks related~~ to ~~competing~~purchase ~~with~~the ~~major~~Purchased ~~competitors~~Assets, ~~who~~as ~~are~~set ~~larger~~forth ~~than we are; our positioning~~ in the ~~marketplace as~~Asset aPurchase ~~smaller~~Agreement, ~~provider;~~would ~~risks~~be ~~resulting from~~ the ~~restatement~~standard ofby ~~certain~~which ofany ~~our financial statements; and the~~ other ~~risks~~bids ~~discussed~~to inpurchase ~~our Form 10-K for~~ the ~~year~~Purchased ~~ended~~Assets ~~December~~would ~~31,~~be ~~2020~~evaluated. Other ~~Except~~interested tobidders ~~the~~who ~~extent~~submit ~~required~~qualifying byoffers ~~applicable~~would ~~laws~~be orpermitted ~~rules, we undertake no obligation~~ to ~~publicly~~participate ~~update~~in orthe ~~revise~~auction ~~any forward-looking statement, whether as a result~~ of ~~new~~the ~~information,~~Purchased ~~future events or otherwise~~Assets.

~~Item~~The 9potential auction for the Purchased Assets and the final sale hearing is expected to be held in June 2022.01 The ~~Financial~~completion ~~Statements~~of the transaction is subject to a number of conditions, which, among others, include the entry of the Bid Procedures Order and ~~Exhibits~~the Approval Order by the Bankruptcy Court, the performance by each party of its obligations under the Asset Purchase Agreement and the material accuracy of each party’s representations.

~~(d) Exhibits~~The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Form 8-K and is incorporated herein by reference in its entirety.

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)

Item 2.03

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

*The ~~Exhibits~~information ~~and~~set ~~schedules~~forth ~~have been~~or ~~omitted~~incorporated ~~pursuant~~in to Item ~~601(a)(5)~~1.03 ofis ~~Regulation~~also ~~S-K~~incorporated ~~and~~by ~~will~~reference bein ~~supplementally~~this ~~provided~~Item ~~to the Securities and Exchange Commission upon request~~2.03.

~~SIGNATURES~~Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~Pursuant~~The toChapter ~~the~~11 ~~requirements~~ Filing described in Item 1.03 of this Current Report on Form 8-K constituted an event of default under the that certain Securities ~~Exchange~~Purchase ~~Act~~Agreement, dated as of ~~1934~~April 25, 2022, by and among the ~~registrant~~Company ~~has~~and ~~duly~~Circles ~~caused~~(the ~~this~~“Bridge ~~report~~Notes SPA”). As of May 15, 2022, there was approximately $27.7 million in outstanding senior notes obligations under the Bridge Notes SPA. As a result of the Chapter 11 Filing, all commitments under the Bridge Notes SPA were terminated and the principal amount of all outstanding senior notes obligations (together with accrued and unpaid interest thereon) and all other amounts outstanding under the Bridge Notes SPA became immediately due and payable. The Company believes that any efforts to beenforce ~~signed~~such onpayment ~~its~~obligations ~~behalf~~under byBridge Notes SPA are stayed as a result of the ~~undersigned~~Chapter ~~hereunto duly~~11 ~~authorized~~Filing, and the creditors’ rights of enforcement in respect of the Bridge Notes SPA are subject to the applicable provisions of the Bankruptcy Code.

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

The information set forth or incorporated in Item 1.03 is also incorporated by reference in this Item 2.04.

Item 8.01.

Other Events.

Press Release

On May 15, 2022, the Company issued a press release announcing the Chapter 11 Filing, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this 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 expectations or other characterizations of future events or circumstances are forward-looking statements. However, our actual results may differ materially from those contained in, or implied by, these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: risks and uncertainties associated with the integration of the assets and operations we have acquired and may acquire in the future; our possible inability to raise additional capital 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 the federal government and other lawsuits; the outbreak and impact of the novel coronavirus (COVID-19) and Russia’s invasion of Ukraine on the global economy and our business; our potential inability to add 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 our internal control over financial reporting within the time periods and in the manner currently anticipated; the effectiveness of our internal control over financial reporting, including the identification of additional control deficiencies; risks related to restrictions and covenants in our convertible debt facility that may adversely affect our business; risks related to our current noncompliance with certain terms under our senior secured convertible indebtedness; our potential loss of key personnel and our ability to find qualified personnel; international, national regional 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 in research and development, product defects or software errors, or cybersecurity threats; general economic and market conditions; regulatory risks and the potential consequences of non-compliance with applicable laws and regulations; increases in operating expenses associated with the growth of our operations; risks related to our 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 our networks and infrastructure; the potential for increased competition and risks related to competing with major competitors who are larger than we are; our positioning in the marketplace as a smaller provider; risks resulting from the restatement of certain of our financial statements; and the other risks discussed in our Form 10-K for the 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

2.1*		Asset Purchase Agreement, dated as of May 15, 2022, by and among the Company, certain of the Company’s subsidiaries, Circles MVNE Pte. LTD. and Channel Ventures Group, LLC

10.1*		Senior Secured Priming and Superpriority Debtor-in-Possession Credit Agreement, dated as of May 19, 2022, by and among the Company, certain of the Company’s subsidiaries and Circles MVNE Pte. LTD., as Lender and Administrative Agent

99.1		Press Release, dated May 15, 2022, issued by the Company

104		Cover page Interactive data file (embedded with in the inline XBRL document)

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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: May 19, 2022

/s/ Laura W. Thomas

Name: Laura W. Thomas

Title: Interim Chief Financial Officer

Filing Compare · PARETEUM Corp