Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
July 17 2017 - 4:52PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213575
PROSPECTUS SUPPLEMENT
(To the Prospectus Dated November 10, 2016,
As Supplemented by the Prospectus Supplement
Dated March 10, 2017)
Warrants to Purchase 1,150,000 of Shares
of Common Stock
This prospectus supplement (the
“Supplement”) is being filed by Pareteum Corp. (the “Company”) in connection with the amendment and
exercise of outstanding warrants to purchase an aggregate of 1,150,000 shares of common stock of the Company (as so amended,
the “Original Warrants”) and concurrent private placement of warrants to purchase 1,150,000 shares of common
stock (the “Replacement Warrants”) as described in the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Committee on July 17, 2017 (the “Form 8-K”), which Form 8-K is incorporated by reference
in the registration statement of which this Supplement forms a part. The Company engaged Joseph Gunnar & Co., LLC to act
as the Company’s placement agent in connection with the exercise of the Original Warrants and issuance of the
Replacement Warrants and has agreed to pay Joseph Gunnar & Co., LLC a cash fee equal to seven percent (7%) of the sum of
the gross proceeds received by the Company.
Our common stock is traded on the NYSE MKT under the symbol
“TEUM.” On July 14, 2017, the last reported trading price of our common stock on the NYSE MKT was $1.38 per share.
As of July 14, 2017, the aggregate market value of our outstanding
common equity held by non-affiliates was approximately $18,509,391, based on 13,608,000 shares of outstanding common stock, of
which 2,390,187 shares are held by affiliates, and a price of $1.65 per share, which was the last reported trading price of our
common stock on the NYSE MKT on July 11, 2017. As of the date of this Supplement, following the amendment and exercise of the Original
Warrants, we have sold $4,677,502 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar
month period that ends on, and includes, the date of this Supplement.
Investing in our common stock involves significant risks.
Before buying any shares, you should read the discussion of material risks of investing in our common stock in “Risk Factors”
beginning on page S-9 of the prospectus supplement dated March 10, 2017.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Supplement.
Any representation to the contrary is a criminal offense.
Joseph Gunnar & Co.
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