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EX-99.1 - EXHIBIT 99.1 - PARETEUM Corptv502915_ex99-1.htm

 

 

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): September 14, 2018 (September 14, 2018)

 

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

37th Floor

New York, NY 10036

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (212) 984-1096

 

 

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 (see General Instruction A.2. below:

 

¨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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 8.01 Other Events

  

On September 14, 2018, Pareteum Corporation (the “Company”) together with Artilium Plc (“Artilium”) announced the results of two meetings in the United Kingdom (the “Results Announcement”), a “Court Meeting” and a “General Meeting,” (together the “Meetings”) regarding the previously disclosed, planned acquisition by the Company of Artilium (the “Acquisition”). The Meetings required votes of the existing shareholders of Artilium. At the Court Meeting, 78.43% of the Artilium shareholders voted in favor of the Acquisition, and during the General meeting, at least 72.99% of the Artilium shareholders voted in favor of each of the resolutions set out during the General Meeting in favor of the Acquisition. The foregoing is a summary of the Results Announcement, and is qualified in its entirety by the Announcement – Recommended Share and Cash Offer for Artilium Plc by Pareteum Corporation to be effected by Way of a Scheme of Arrangement Under Part 26 of the Companies Act 2006: Results of Shareholder Meetings, attached as Exhibit 99.1 hereto.

  

Item 9.01 Financial Statements and Exhibits

  

Exhibit    
No.   Description
99.1   Announcement – Recommended Share and Cash Offer for Artilium Plc by Pareteum Corporation to be Effected by Way of a Scheme of Arrangement Under Part 26 of the Companies Act 2006: Results of Shareholder Meetings

 

 

 

 

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.

 

Dated: September 14, 2018 PARETEUM CORPORATION
     
     
  By:   /s/ Edward O’Donnell
  Name: Edward O’Donnell
  Title: Chief Financial Officer