Item 1.01 Entry into a Material Definitive Agreement.
On
· entered into an Omnibus Amendment, dated as of
Lien Omnibus Amendment"), withHigh Trail Investments SA LLC ("High Trail"), as the holder of the Company's outstanding Senior Secured Convertible Note due 2025 (the "Convertible Note") and in its capacity as collateral agent, and the guarantors of the Convertible Note;
· entered into a First Lien Joinder (as defined below) with, and issued
Incremental Notes (as defined below) to,Channel Ventures Group, LLC , aDelaware limited liability company ("Channel Ventures "); and
· entered into a Third Omnibus Amendment, dated as of
"Second Lien Omnibus Amendment") with the holders of its previously outstanding Senior Second Lien Secured Convertible Notes due 2025, dated as of various dates, in the aggregate principal amount of up to$24,018,206 , plus the accrued in-kind interest to be added to such principal amount, issued by the Company to several investors (the "Second Lien Notes"), the guarantors of theSecond Lien Notes, Hoving & Partners S.A. , as the existing collateral agent, andChannel Ventures , as the successor collateral agent.
First Lien Omnibus Amendment
The First Lien Omnibus Amendment effected changes to several agreements and instruments previously entered into or issued by the Company.
First Lien Securities Purchase Agreement
The First Lien Omnibus Amendment amended the previously disclosed Securities
Purchase Agreement, dated as of
· provides for the offer and sale of an additional series of 8.00% Senior Secured
Convertible Notes (the "Incremental Notes") in the aggregate initial principal amount of up to$5,000,000 under the First Lien Purchase Agreement in one or more additional closings;
· establishes the form of Incremental Note and form of joinder agreement by which
purchasers of Incremental Notes will become party to the FirstLien Purchase Agreement (the "First Lien Joinder"); and
· provides the manner in which the proceeds received upon the exercise of any
remedies under the security agreement relating to the purchase and sale of the Convertible Note will be apportioned among High Trail and the holders of any Incremental Notes sold.
The First Lien Omnibus Amendment also effected certain other conforming and
immaterial changes to the other documents entered into in connection with the
original sale of the Convertible Note. In connection with the entry by the
Company into the First Lien Omnibus Amendment and the issuance of the
Incremental Notes, the Company also entered into a First Lien Joinder with
Incremental Notes
On
The Incremental Notes are senior, secured obligations of the Company, and
interest is payable monthly on each Incremental Note beginning with the first
month after the date of its issuance at a rate of 8% per annum or, if an Event
of Default has occurred and is continuing under the Incremental Notes, at a rate
of 18% per annum. Events of Default have occurred and are continuing under the
Incremental Notes. The Incremental Notes are secured by a first lien on
substantially all assets of the Company and substantially all assets of its
material
At the Company's option, with the prior written consent of the holders of the Incremental Notes, the Company may redeem all or a portion of the Incremental Notes. The holder of the Incremental Notes or the Company may also elect for the Company to redeem the Incremental Notes at a 20% premium if the Company undergoes a fundamental change.
The Incremental Notes are convertible into shares of the Company's common stock,
in part or in whole, from time to time, at the election of the holder of the
Incremental Notes. The initial conversion rate is 2,702.7027 shares of Company
common stock for each
The Incremental Notes impose certain customary affirmative and negative covenants upon the Company, as well as covenants requiring that (i) payments under the Incremental Notes rank senior to all unsecured indebtedness of the Company, (ii) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (iii) restrict the declaration of any dividends or other distributions and (iv) require the Company and its subsidiaries to maintain certain minimum revenues. The Incremental Notes contain customary events of default, including certain cross-default provisions.
The Company intends to use the net proceeds from the offering of the Incremental Notes for general corporate purposes.
Second Lien Omnibus Amendment . . .
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 of
On
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 Omnibus Amendment, dated as ofNovember 26, 2021 , amongPareteum Corporation , certain subsidiaries ofPareteum Corporation andHigh Trail Investments SA LLC 10.2 Senior Secured Convertible Incremental Note due 2025, dated as ofOctober 1, 2021 , made byPareteum toChannel Ventures Group, LLC in the principal amount of$1,499,989 10.3 Senior Secured Convertible Incremental Note due 2025, dated as ofOctober 7, 2021 , made byPareteum toChannel Ventures Group, LLC in the principal amount of$499,961 10.4 Senior Secured Convertible Incremental Note due 2025, dated as ofOctober 15, 2021 , made byPareteum toChannel Ventures Group, LLC in the principal amount of$510,615.59 10.5 Senior Secured Convertible Incremental Note due 2025, dated as ofNovember 15, 2021 , made byPareteum toChannel Ventures Group, LLC in the principal amount of$500,000 10.6 Senior Secured Convertible Incremental Note due 2025, datedOctober 25, 2021 , made byPareteum toChannel Ventures Group, LLC in the principal amount of$497,495.28 10.7 Senior Secured Convertible Incremental Note due 2025, dated as ofNovember 26, 2021 , made byPareteum toChannel Ventures Group, LLC in the principal amount of$491,939.13 10.8 Joinder Agreement, dated as ofNovember 26, 2021 , between ChannelVentures Group, LLC, Pareteum Corporation andHigh Trail Investments SA LLC 10.9 Third Omnibus Amendment, dated as ofNovember 26, 2021 , amongPareteum Corporation , certain subsidiaries ofPareteum Corporation , and the purchasers party thereto,Hoving & Partners S.A. andChannel Ventures Group, LLC 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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