UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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): ~~November 21~~December 3, 2018

iPass Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	000-50327	93-1214598
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

3800 Bridge Parkway, Redwood Shores, California		94065
3800 Bridge Parkway Redwood Shores, CA		94065
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 232-4100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligation~~obligations of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

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

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

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

o ¨ 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 o ¨

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. o ¨

Item 81.01 Other Events.

On ~~November 21~~December 3, 2018, iPass Inc. ~~(the~~determined to ~~“Company”)~~file ~~received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq has revised~~ its ~~determination~~Channel ~~made~~Partner onReseller ~~November 5~~Agreement, ~~2018~~dated toApril ~~delist~~25, ~~the shares of the Company from the Nasdaq Capital Market~~2018, ~~based on Nasdaq’s review of information provided~~ by ~~the~~and ~~Company~~between ~~upon~~Pareteum ~~the~~Corporation ~~Company’s~~and ~~motion~~iPass ~~for reconsideration~~Inc., ~~The Company’s shares will resume trading on~~ with the ~~Nasdaq~~Securities ~~Capital Market on November 23, 2018~~ and ~~they~~Exchange ~~will continue to trade until January 31, 2019~~Commission. The ~~Company~~Channel isPartner ~~aware~~Reseller ~~that~~Agreement ~~the~~is ~~Nasdaq~~filed ~~Listing~~as ~~and~~Exhibit ~~Hearing~~99.1 ~~Review Council may, on its own motion, determine~~ to ~~review~~ this ~~decision~~Current ~~within~~Report on ~~the~~Form ~~next 45 days~~8-K.

2Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Exhibit No.		Description
99.1		Channel Partner Reseller Agreement, dated April 25, 2018, by and between Pareteum Corporation and iPass Inc.*

~~Pursuant~~* toConfidential ~~the~~treatment ~~requirement~~has ofbeen ~~the~~requested ~~Securities~~for ~~and~~a ~~Exchange~~portion ~~Act~~ of ~~1934, the registrant has duly caused~~ this ~~report to be signed on its behalf by the undersigned hereunto duly authorized~~exhibit.

~~Dated: November 21, 2018~~-2-

~~iPass Inc. By: /s/ Darin Vickery Darin Vickery Chief Financial Officer~~SIGNATURES

3Pursuant 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.

Date: December 3, 2018

	iPass Inc.

	By:	/s/ Darin R. Vickery
		Darin R. Vickery
		Chief Financial Officer

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