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): ~~July~~October 117, 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

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.

~~Introductory~~Item ~~Note~~1.03 Bankruptcy or Receivership.

As previously disclosed, on May 15, 2022, Pareteum Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York in New York, New York (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases are being jointly administered under the caption In re Pareteum Corporation., et al., Case No. 22-10615 (the “Chapter 11 Filing”). ~~Through~~On October 7, 2022, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Modified Disclosure Statement (the “Modified Disclosure Statement”) and Modified Chapter 11 ~~Filing~~Plan of Liquidation (the “Plan of Liquidation”). Copies of the Plan of Liquidation, Modified Disclosure Statement and Confirmation Order are attached to this Current Report on Form 8-K as Exhibits 2.1, 99.1 and 99.2, respectively, and are incorporated by reference into this Item 1.03. On October 21, 2022 (the “Effective Date”), the Debtors ~~sought~~filed tothe ~~implement~~Notice aof ~~sale~~Effective Date (the “Notice of ~~substantially~~Effective ~~all~~Date”), which provides that, the Plan of ~~their~~Liquidation ~~assets~~became effective pursuant to ~~Section~~its terms and the Confirmation Order on October ~~363~~21, 2022. A copy of the ~~Bankruptcy~~Notice ~~Code~~of Effective Date is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference.

~~Item~~Summary ~~2.01 Completion~~ of ~~Disposition~~Plan of ~~Assets.~~Liquidation

AsThe ~~previously~~Plan ~~reported~~of Liquidation, onas ~~May 19,~~confirmed ~~2022,~~by the ~~Debtors~~Bankruptcy ~~entered~~Court, ~~into~~provides afor ~~“stalking~~the ~~horse”~~appointment ~~Asset~~of ~~Purchase~~a ~~Agreement~~liquidating trustee (the “~~Asset~~Liquidating ~~Purchase Agreement~~Trustee”) ~~with~~and ~~Circles~~for ~~MVNE~~the ~~Pte.~~transfer ~~LTD.~~of ~~(“Circles”)~~substantially ~~and~~all ~~Channel~~of ~~Ventures~~the ~~Group,~~Debtors’ ~~LLC~~remaining ~~(together~~assets ~~with~~to ~~Circles,~~a liquidating trust (the “~~Purchasers~~Liquidating Trust”). ~~pursuant~~The toLiquidating ~~which~~Trustee ~~the~~will ~~Purchasers~~administer ~~agreed~~the toPlan ~~purchase~~of ~~substantially~~Liquidation ~~all~~and ofoversee the ~~assets~~Liquidating ofTrust. Among other things, the ~~Company~~Liquidating Trustee will (~~such~~i) liquidate ~~assets,~~and dissolve the ~~“Purchased~~Debtors ~~Assets”~~that remain in existence on and ~~such~~after ~~transaction~~the Effective Date, ~~the~~(ii) resolve ~~“Asset~~all ~~Sale”~~disputed claims, (iii) make ~~for~~distributions a(to ~~purchase~~the ~~price~~extent ofpossible ~~approximately~~from ~~$60 million~~available ~~(comprised~~assets ~~substantially~~held by the Liquidating Trust) to holders of allowed claims in accordance with the ~~assumption~~terms of ~~debt~~the Confirmation Order and ~~certain~~the ~~limited~~Plan ~~cash~~of ~~consideration~~Liquidation, (iv) pursue, ~~subject~~abandon toor ~~certain~~settle ~~post-closing~~causes ~~adjustments,~~of ~~and~~action ~~assume~~of the ~~Assumed~~Debtors’ ~~Liabilities~~estates, ~~(as~~which ~~defined~~causes inof action were transferred to the ~~Asset~~Liquidating ~~Purchase~~Trust ~~Agreement~~upon the Effective Date, and (v) otherwise implement the Plan of Liquidation.

InThe ~~connection~~Plan ~~with~~of Liquidation created five classes of claims against and interests in the ~~sale~~Debtors. ~~process~~Claims in Class 1 (Secured Tax Claims), Class 2 (Other Secured Claims), and Class 3 (Other Priority Claims) are unimpaired under the ~~Asset~~Plan ~~Purchase~~of ~~Agreement~~Liquidation ~~was~~and ~~subject~~were conclusively presumed to have accepted the ~~Debtors’~~Plan of Liquidation without the solicitation of ~~higher~~acceptances ~~and~~or ~~better~~rejections ~~offers~~ pursuant to ~~bidding~~Section 1126(f) ~~procedures~~of ~~and~~the anBankruptcy ~~auction~~Code. ~~process~~Holders ~~conducted~~of allowed claims in Class 4 (General Unsecured Claims) are entitled to receive certain distributions under the ~~supervision~~Plan of Liquidation. Class 4, the only voting class, voted in accordance with the rules set forth in the Bankruptcy ~~Court~~Code to accept the Plan of Liquidation. OnHolders ~~May 31,~~of ~~2022~~interests (which include, but are not limited to holders of the ~~Bankruptcy~~Company’s ~~Court~~legacy ~~entered~~publicly antraded ~~order~~common ~~approving~~stock) in Class 5 (Interests) will not receive any distributions or receive or retain any property under the ~~bidding~~Plan ~~procedures~~of Liquidation on account of such interests and ~~auction~~were ~~process~~conclusively (presumed to have rejected the ~~“Bidding~~Plan ~~Procedures”)~~of inLiquidation ~~accordance~~without ~~with~~the solicitation of acceptances or rejections pursuant to Section ~~363~~1126(g) of the Bankruptcy Code. ~~However~~In addition, the ~~Debtors~~Plan ~~received~~of noLiquidation ~~competing~~provides ~~qualifying~~for ~~offers~~the ~~during~~payment ~~the~~of ~~marketing~~Administrative Claims, Priority Tax Claims, U.S. Trustee Fees, and ~~sale~~Professional ~~process~~Fee Claims. InCertain ~~accordance~~reserves ~~with~~may be created by the ~~Bidding~~Liquidating ~~Procedures,~~Trustee onfor ~~June 14,~~purposes ~~2022,~~of ~~the~~resolving ~~auction~~disputed ~~was~~claims ~~cancelled~~and ongoing disputes, and funding various costs and expenses associated with the ~~Purchasers~~administration ~~were~~of ~~designated~~the asPlan of Liquidation and the ~~successful~~wind ~~bidders~~down of the Debtors’ businesses.

OnThe ~~June 20,~~Effective ~~2022,~~Date was the ~~official~~business ~~committee~~day ofselected ~~unsecured~~by ~~creditors in~~ the Debtors’ ~~Chapter~~on 11which: ~~cases~~ (~~the “Committee”) filed~~ a ~~limited objection and reservation of rights (the “Limited Objection”~~) ~~relating to the Asset Sale. On June~~ ~~30,~~no ~~2022,~~stay ~~the~~of ~~Debtors, Purchasers and~~ the ~~Committee~~Confirmation ~~entered~~Order ~~into~~was ain ~~Global~~effect; ~~Settlement and Release Agreement~~ (~~the “Settlement Agreement”~~b) all toconditions ~~resolve~~precedent ~~the~~specified ~~concerns set forth~~ in ~~the~~Article ~~Limited~~IX ~~Objection.~~of ~~Pursuant to~~ the ~~Settlement~~Plan ~~Agreement,~~of ~~the~~Liquidation ~~Debtors,~~had ~~the~~been ~~Purchasers~~satisfied ~~and~~or ~~Committee~~waived ~~agreed to, among other things,~~ (~~i) settlement~~in ~~payments~~accordance towith beArticle ~~made~~IX ~~by each~~ of the ~~Purchasers~~Plan ~~(ii~~of Liquidation) a; ~~wind down amount contribution to the liquidating trust,~~ and (~~iii~~c) the ~~sale~~Plan ~~and assignment~~ of ~~certain~~Liquidation ~~claims~~was todeclared ~~the Purchasers (the “Settlement”)~~effective. OnThe ~~July 8,~~Effective ~~2022~~Date, ~~the~~as ~~Bankruptcy~~noted ~~Court~~above, ~~entered~~was anOctober 21, ~~order approving the Settlement pursuant to the terms of the Settlement Agreement~~2022.

OnThe ~~June 30,~~foregoing ~~2022,~~description ~~the~~is ~~Bankruptcy~~a ~~Court~~summary ~~entered~~of anthe ~~order~~material (terms of the ~~“Sale~~Plan ~~Order”)~~of ~~authorizing~~Liquidation ~~the~~and ~~Asset~~does ~~Sale~~not ~~pursuant~~purport to be complete, and is qualified in its entirety by reference to the ~~terms~~full text of the ~~Asset~~Plan ~~Purchase~~of ~~Agreement.~~Liquidation Onand ~~July 11,~~Confirmation ~~2022,~~Order ~~the~~filed ~~Asset~~as ~~Sale~~Exhibits ~~closed,~~2.1 ~~thereby~~and ~~completing~~99.2, ~~the~~respectively, ~~disposition~~to ofthis ~~substantially~~Current ~~all~~Report ofon ~~the~~Form ~~Company’s assets~~8-K. ~~The~~Capitalized ~~Company~~terms ~~anticipates~~used ~~that~~but ~~there~~not ~~will~~otherwise bedefined noherein ~~proceeds~~shall ~~from~~have the ~~Asset~~meanings ~~Sale~~given ~~available~~to ~~for~~such ~~distribution~~terms toin the ~~Company’s~~Plan ~~common~~of ~~stockholders~~Liquidation or Confirmation Order, as appropriate.

InCautionary ~~connection~~Note ~~with~~Regarding the ~~consummation~~Company’s ofCommon ~~the~~Stock Asset Sale, on July 11, 2022, the Debtors and Purchasers entered into an Amendment to the Asset Purchase Agreement (the “First Amendment”), which amended certain provisions of the Asset Purchase Agreement to, among other things, (i) clarify which claims and causes of action held by the Debtors would be included in the Purchased Assets, and (ii) permit the Debtors and their representatives reasonable access to certain records related to the Purchased Assets and Assumed Liabilities for the purpose of responding to discovery requests by any counterparty to pending litigation against or government investigations related to the Debtors.

OnAs ~~July~~of September 1130, 2022, ~~proceeds~~the ~~from~~Company had 141,553,392 shares of common stock outstanding. Under the ~~Asset~~Plan ~~Sale~~of ~~were~~Liquidation ~~used~~confirmed toby ~~repay~~the Bankruptcy Court, the holders of the Company’s ~~obligations~~common ~~under~~stock ~~the~~will ~~Senior~~not ~~Secured~~receive ~~Priming~~a distribution on account of their equity interests and ~~Superpriority~~the ~~Debtor-In-Possession~~Company’s ~~Credit~~common ~~Agreement,~~stock ~~dated~~was cancelled as of ~~May 19,~~the ~~2022,~~Effective byDate. ~~and~~Even ~~among~~though the Company’s common stock may continue to be quoted on the OTC Pink Market, ~~certain~~under the Plan of Liquidation such stock has no underlying asset value, and the Company’s ~~subsidiaries~~stockholders ~~and~~should ~~Circles,~~not asview ~~lender~~the ~~and~~trading ~~administrative~~activity ~~agent~~of (the ~~“DIP~~common ~~Credit~~stock ~~Agreement”).~~on ~~Following~~the ~~such~~OTC ~~repayment,~~Pink Market or any other market or trading platform as being indicative of the ~~DIP~~value ~~Credit~~the ~~Agreement~~Company’s ~~was~~stockholders ~~terminated~~will receive in connection with the liquidation of the Company.

OnNo ~~July~~shares ~~25,~~of ~~2022,~~ the ~~Debtors~~Company’s ~~and~~common ~~Purchasers~~stock ~~entered~~are ~~into~~being areserved ~~Second~~for ~~Amendment~~future toissuance ~~the~~in ~~Asset~~respect ~~Purchase~~of ~~Agreement~~claims ~~(the “Second Amendment”~~ and, ~~together~~interests ~~with~~filed ~~the First Amendment, the “APA Amendments”), which amended certain provisions of the Asset Purchase Agreement to, among other things, allow the Purchasers to assign certain executory contracts~~ and ~~unexpired~~allowed ~~leases~~under ~~specified in~~ the ~~Asset~~Plan ~~Purchase Agreement to the Debtors for a period~~ of ~~fourteen (14) calendar days following the Closing Date (as defined in the Asset Purchase Agreement)~~Liquidation.

~~The~~Assets ~~above description of the APA Amendments is not complete~~ and isLiabilities qualified in its entirety by reference to the APA Amendments, which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and incorporated by reference herein. The above description of the APA Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Order which is available on the docket of the Chapter 11 Cases, which can be accessed via PACER at https://www.pacer.gov. Additional information about the Chapter 11 Cases, including the APA Amendments, the Sale Order and other motions, orders and other court filings relating to the Chapter 11 are available for free on the website maintained by the Debtors’ claims agent, Kurtzman Carson Consultants LLC, at https://kccllc.net/Pareteum.

~~Item~~In ~~5.02~~the ~~Departure~~Company’s ofmost ~~Directors~~recent ormonthly ~~Principal~~operating ~~Officers;~~report ~~Election~~filed with the Bankruptcy Court on November 18, 2022, the Company reported total assets of ~~Directors;~~$5,185,378 ~~Appointment~~and total liabilities of ~~Principal~~$32,585,754 ~~Officers~~as of October 31, 2022.

AsItem a result of the sale closing, on July 11, 2022, Bart Weijermars resigned from his position as Interim Chief Executive Officer of the Company and from all other positions he holds with the Company, effective upon the closing of the Asset Sale3.03 ~~The~~Material ~~resignation~~Modification ofto ~~Mr. Weijermars~~Rights ~~was not the result~~ of aSecurity ~~disagreement with the Company or on any matter relating to the Company’s operations, policies or practices~~Holders.

AsThe adisclosure ~~result~~under ofItem ~~the sale closing, on July 11, 2022, Laura W~~1.03 ~~Thomas resigned from her position as Interim Chief Financial Officer~~ of ~~the~~this ~~Company~~Current ~~and~~Report from all other positions she holds with the Company and each of its subsidiaries, effective upon the closing of the Asset Sale. The resignation of Ms. Thomas was not the result of a disagreement with the Company or on ~~any~~Form ~~matter~~8-K ~~relating~~is toincorporated ~~the~~herein ~~Company’s~~by ~~operations, policies or practices~~reference.

~~As a result of the sale closing, on July~~Item ~~11, 2022, Mary Beth Vitale, Robert L~~5.02 Departure ~~Lippert,~~of ~~Luis~~Directors ~~Jimenez-Tuñon~~or ~~and~~Certain ~~Robert~~Officers; H.Election ~~Turner resigned from their positions as independent directors~~ of ~~the~~Directors; ~~Board,~~Appointment ~~in each case, effective immediately. The resignations~~ of ~~Ms. Vitale,~~Certain ~~Mr. Lippert,~~Officers; ~~Mr. Jimenez-Tuñon~~Compensatory ~~and~~Arrangements ~~Mr. Turner were not the result~~ of aCertain ~~disagreement with the Company or on any matter relating to the Company’s operations, policies or practices~~Officers.

OnPursuant ~~July 5,~~to ~~2022,~~ the ~~Board~~Confirmation ~~appointed~~Order, ~~Anthony~~on ~~Saccullo to serve as a director of~~ the ~~Company~~Effective ~~and~~Date, as the ~~Company’s~~persons ~~Wind~~acting ~~Down Officer, effective~~ as ~~of July 12~~officers, ~~2022.~~directors ~~Since May 2010, Mr. Saccullo, 45, has served as founder~~ and ~~managing~~employees ~~member~~ of ~~A.M.~~the ~~Saccullo~~Debtors ~~Legal,~~were ~~LLC,~~deemed ato ~~Delaware-based~~have ~~law~~resigned ~~firm~~under ~~rendering~~the ~~services~~applicable inprovisions ~~commercial~~of ~~bankruptcy, corporate and commercial litigation, and corporation transactions and formation. Mr. Saccullo is also~~ the ~~founding~~Plan ~~member~~ of ~~Saccullo~~Liquidation ~~Business Consulting, a business consulting firm that offers non-legal bankruptcy services to companies~~ and ~~commercial~~ bankruptcy ~~estates, a position he has held since May 2010. Mr. Saccullo has also previously served as liquidating trustee in the wind numerous other retail cases~~ and ~~Saccullo Business Consulting has served, and currently serves, in a number of other retail~~ non-bankruptcy ~~cases of similar size and complexity to the Chapter 11 Cases~~law.

In connection with the appointment of Mr. Saccullo as Wind Down Officer, the Company entered into an engagement letter with Mr. Saccullo, effective as of July 12, 2022 (the “Engagement Letter”), to provide for, among other things, (i) a monthly fee of $20,000 and (ii) hourly compensation for certain employees of Saccullo Business Consulting providing wind-down services to the Company. The Engagement Letter also provides for customary indemnification provisions. On July 21, 2022, the Bankruptcy Court entered an order authorizing Mr. Saccullo’s appointment as Wind Down Officer.

The foregoing summary of the Engagement Letter for Mr. Saccullo is qualified in its entirety by the full text of the Engagement Letter. A copy of the Engagement Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Except as described above, there are no arrangements or understandings between Mr. Saccullo and any other person pursuant to which Mr. Saccullo was appointed as Wind Down Officer and there are no transactions between the Company and Mr. Saccullo that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists between Mr. Saccullo and any director or other executive officer of the Company.

Item 8.01. Other Events.

In connection with the disposition of substantially all of its assets pursuant to the Asset Sale, the Company no longer intends to make filings with the Securities and Exchange Commission.

Press Release

On July 12, 2022, the Company issued a press release announcing the closing of the Asset Sale, 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.

ExhibitNumber		Description
2.1		~~Amendment~~Modified toChapter ~~Asset~~11 ~~Purchase~~Plan ~~Agreement, dated as~~ of ~~July~~Liquidation ~~11,~~for ~~2022,~~Pareteum byCorporation and ~~among~~Certain ~~the Company, certain~~ of ~~the~~Its ~~Company’s subsidiaries, Circles MVNE Pte. LTD. and Channel Ventures Group, LLC~~Affiliates
2.2		Second Amendment to Asset Purchase Agreement, dated as of July 25, 2022, by and among the Company, certain of the Company’s subsidiaries, Circles MVNE Pte. LTD. and Channel Ventures Group, LLC
99.1		Modified Disclosure Statement for Chapter 11 Plan of Liquidation for Pareteum Corporation and Certain of Its Affiliates
10.1		Engagement Letter, dated as of July 5, 2022, by and among the Company and Anthony Saccullo
99.2		Findings of Fact, Conclusions of Law, and Order Approving Modified Disclosure Statement and Confirming Modified Chapter 11 Plan of Liquidation for Pareteum Corporation and Certain of Its Affiliates
99.1		Press Release, dated July 12, 2022, issued by the Company
99.3		Notice of Effective Date
104		Cover page Interactive data file (embedded within the inline XBRL document)

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: August 1, 2022	By:	/s/ Anthony Saccullo
Dated: December 29, 2022	By:	/s/ Anthony M. Saccullo
		Name: Anthony Saccullo
		Name: Anthony M. Saccullo
		Title: Wind Down Officer
		Title: Authorized Signatory

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