Item 1.01 Entry into a Material Definitive Agreement.

On January 4, 2021, Pareteum Corporation (the "Company") entered into a letter agreement (the "Letter Agreement") with High Trail Investments SA LLC ("HT"), the holder of that certain Senior Secured Convertible Note due 2025 (the "Note") issued by the Company on June 8, 2020. Under the terms of the Letter Agreement, HT and the Company agreed that HT would accept 583,334 shares of the Company's common stock (the "Interest Shares") in full satisfaction of the Company's obligation to make a payment of $262,500 in interest on January 1, 2021 under the Note.

The foregoing description is qualified in its entirety by the terms of the Letter Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The offer and sale of the Interest Shares was made 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 has relied on this exemption from registration based in part on representations made by HT in the SPA that it is an "accredited investor" as defined in Rule 501 under the Securities Act and HT's understanding that the Interest Shares 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.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



Exhibit
Number     Description
  10.1       Letter agreement, dated as of January 4, 2021, between Pareteum
           Corporation and High Trail Investments SA LLC

© Edgar Online, source Glimpses