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 asExhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
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 | ||