Item 1.01 Entry into a Material Definitive Agreement. OnJune 19, 2021 ,Pareteum Corporation (the "Company"): •entered into a Second Omnibus Agreement, dated as ofJune 18, 2021 (the "Omnibus Agreement"), with the holders of its previously outstanding Senior Second Lien Secured Convertible Notes due 2025 (the "Outstanding Notes"), the guarantors of the Outstanding Notes and the collateral agent; •issued three new Senior Second Lien Secured Convertible Notes (the "New Notes") due 2025 to Hoving & Partners Nominees Sarl, a private,Europe -based investor ("Hoving"), andB.M.F. de Kroes - Brinkers, aEurope -based affiliate of Hoving and a holder of an Outstanding Note ("Brinkers"); •issued a new warrant, dated as ofJune 18, 2021 (the "New Warrant"), to purchase shares of the Company's common stock ("Common Stock") to Hoving; and •entered into an amendment to its previously issued Senior Secured Convertible Note due 2025, dated as ofJune 8, 2020 (the "High Trail Note"), issued by the Company and held byHigh Trail Investments SA LLC ("High Trail"). Omnibus Agreement The Omnibus Agreement effected changes to several agreements and instruments previously entered into or issued by the Company. Securities Purchase Agreement The Omnibus Agreement amended the previously disclosed Securities Purchase Agreement, dated as ofApril 13, 2021 (the "Purchase Agreement"), among the Company, the holders of the Outstanding Notes and the collateral agent, under which the Outstanding Notes and certain warrants to purchase Common Stock were issued. Among other changes, the Omnibus Agreement: •increased the aggregate principal amount of Senior Second Lien Secured Convertible Notes due 2025 issuable under the Purchase Agreement from$6,000,000 to$24,018,206 (plus the accrued in-kind interest that is subsequently added to the principal amount outstanding from time to time); •increased the aggregate number of shares issuable upon the exercise of warrants to purchase Common Stock issuable under the Purchase Agreement from 5,000,000 shares to 11,265,000 shares; •amended the Purchase Agreement by updating the schedule of buyers thereunder and adding additional negative covenants to the Purchase Agreement restricting the ability of the Company to take certain actions without the approval of the Noteholder Majority (as defined below); these new covenants restrict the Company from (i) selling any additional securities under the Purchase Agreement to any new investors and (ii) redeeming all or any portion of any Outstanding Notes or New Notes issued under the Purchase Agreement, except if the holders thereof receive the premium specified therein. Outstanding Notes and Form of New Notes The Omnibus Agreement amended certain terms and provisions of the Outstanding Notes and the form of any new Senior Second Lien Secured Notes due 2025 issued to any future buyer under the Purchase Agreement so that they conform to the form of the New Notes, as described below under " - New Notes." Accordingly, among other changes, the Omnibus Agreement: •changed the conversion rate from 1,666.667 shares of Common Stock per$1,000 in principal amount of Outstanding Notes converted to 2,702.7027 shares of Common Stock per$1,000 in principal converted; •revised the Outstanding Notes to provide for accrued interest to be paid in-kind by the Company by stating that the interest amounts accrued under the Outstanding Notes will be paid on each monthly payment date by adding such amounts to the outstanding principal amount thereof, rather than paying such amounts in cash or shares of Common Stock; •revised the interest rate to provide that until the first interest payment date following the Company's first filing all required reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), interest will accrue at 18%; and •added a provision providing that, upon the request of holders of New Notes, Outstanding Notes and warrants issued under the Purchase Agreement that represent a majority of the shares of Common Stock issuable upon conversion of such notes and exercise of such warrants (the "Noteholder Majority"), the maturity date of such notes will be extended toOctober 1, 2027 fromOctober 1, 2025 ; and •The Omnibus Agreement substituted a new form of note, based upon the existing Outstanding Notes, as amended by the Omnibus Agreement, for issuance to future purchasers under the Purchase Agreement. -------------------------------------------------------------------------------- There is no material relationship between the Company or its affiliates, on the one hand, and the purchasers party to the Omnibus Agreement, on the other hand, except that the purchasers beneficially own the Outstanding Notes, certain outstanding warrants to purchase Common Stock and other securities of the Company. The foregoing description is qualified in its entirety by the terms of the Omnibus Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. New Notes OnJune 19, 2021 , in connection with the Company's entry into the Omnibus Agreement, the Company and each of Hoving and Brinkers entered into a Joinder (as defined below) to join such investors as buyers under the Purchase Agreement and on the terms and conditions set forth therein, the Company issued and sold under the Purchase Agreement, as amended by the Omnibus Agreement and the Joinders, the New Notes in the principal amount of$17.33 million . The New Notes were purchased for an aggregate purchase price of$5 million in cash and the tender of 91.38 shares of the Company's outstanding 8% Series C Redeemable Preferred Stock held by Hoving and Brinkers. The New Notes are otherwise substantially similar to each of the Outstanding Notes, as amended by the Omnibus Agreement, and are in the form of the note attached as an exhibit to the Purchase Agreement, as amended by the Omnibus Agreement and the Joinders. Accordingly, the New Notes are senior, secured obligations of the Company, but rank junior to the High Trail Note. Interest on the New Notes accrues at of 8% per annum, however, until the first interest payment date following the Company's first filing all required reports under the Exchange Act interest will accrue at 18%. Interest on the New Notes will accrue and be payable monthly on the first day of each calendar month beginning with the first such day beginning 31 days after the New Notes' issuance date, by adding the amount of such accrued interest to the principal amount thereof, rather than paying such amounts in cash or shares of Common Stock, on such monthly payment date. If an event of default occurs and the purchaser delivers notice thereof, then interest will accrue at 18% per annum. The New Notes are secured by a second lien on substantially all assets of the Company and substantially all assets of its materialU.S. -organized subsidiaries. As with the Outstanding Notes, subject to an intercreditor agreement with High Trail, upon notice by the Company, the Company may elect to redeem all or a portion of the then-outstanding principal amount outstanding under the New Notes if the holder thereof receives the premium agreed in the Purchase Agreement, as amended by the Omnibus Agreement. As in the Outstanding Notes, the Company and . . . Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 hereof is incorporated by reference into this Item 2.03. -------------------------------------------------------------------------------- Item 3.02 Unregistered Sales ofEquity Securities . OnJune 19, 2021 , the Company sold$17.33 million aggregate principal amount of the New Notes and the New Warrant to purchase 5,000,000 shares of Common Stock to Hoving and Brinkers in a private placement pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by each of the purchasers in the Purchase Agreement, via each purchaser's execution of a Joinder, that it is an "accredited investor" as defined in Rule 501 under the Securities Act and that the New Notes and the New Warrant are being acquired for investment purposes and not with a view to or for sale in connection with any distribution thereof in violation of any federal or state securities laws. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Second Omnibus Agreement, dated as ofJune 18, 2021 , betweenPareteum Corporation and the purchasers party thereto 10.2 Senior Second Lien Secured Convertible Notes due
2025, dated
made byPareteum Corporation toHoving & Partners
Nominees Sarl in the principal
amount of$6,250,000 10.3 Senior Second Lien Secured Convertible Notes due
2025, dated
made byPareteum Corporation toHoving & Partners
Nominees Sarl in the principal
amount of$8,479,000 10.4 Senior Second Lien Secured Convertible Note due
2025, dated
made byPareteum Corporation toB.M.F. de Kroes -
Brinkers in the principal
amount of$2,601,206 10.5 Warrant to Purchase Common Stock, dated as of
Pareteum Corporation to Hoving & Partners Nominees
Sarl
10.6 Joinder Agreement, dated as ofJune 18, 2021 ,
among
Hoving & Partners Nominees Sarl and Hoving &
agent 10.7 Joinder Agreement, dated as ofJune 18, 2021 ,
among
B.M.F. De Kroes-Brinkers andHoving & Partners
S.A., as administrative agent
10.8 Amendment No. 4 to Senior Secured Convertible
Note due 2025, dated as of June
18, 2021, betweenHigh Trail Investments SA LLC andPareteum Corporation
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