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| CIK | 1053374 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to iPass, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-50327 iPass Inc. (Exact name of registrant as specified in its charter) |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 4, 2019 |
Registration Statement No. 333-107315 Registration Statement No. 333-118295 Registration Statement No. 333-130064 Registration Statement No. 333-131879 Registration Statement No. 333-165683 Registration Statement No. 333-172603 Registration Statement No. 333-179972 Registration Statement No. 333-187312 Registration Statement No. 333-194487 Registration Statement No. 333-202755 Registration Stateme |
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| March 1, 2019 |
As filed with the Securities and Exchange Commission on March 1, 2019 Registration Statement No. |
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| February 19, 2019 |
Exhibit 10.1 Execution Version CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 12th day of February, 2019, by and among iPass Inc., a Delaware corporation (“Parent”), iPass IP LLC, a Delaware limited liability company (“iPass SPV” and, together with Parent, each a “Borrower” and collectively, the “Borrowers” |
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| February 19, 2019 |
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): February 12, 2019 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction (Commission File Number) (IRS Employer I |
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| February 13, 2019 |
PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS Exhibit (a)(5)(G) PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS NEW YORK, New York – Feb. |
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| February 13, 2019 |
TEUM / Pareteum Corporation SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 6) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur |
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| February 13, 2019 |
TEUM / Pareteum Corporation 425 (Prospectus) 425 1 tv513272425.htm 425 Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. Commission File No: 000-50327 PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS NEW YORK, New York – Feb. 13, 2019 – Pareteum Corporat |
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| February 13, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) iPASS INC. (Name of Subject Company) iPASS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V306 (CUSIP Number of Class of Secur |
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| January 30, 2019 |
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): January 30, 2019 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction (Commission File Number) (IRS Employer Id |
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| January 15, 2019 |
TEUM / Pareteum Corporation SC TO-T/A SC TO-T/A 1 tv511014sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 5) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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| January 14, 2019 |
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE Exhibit (a)(5)(E) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JORDAN ROSENBLATT, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. |
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| January 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) iPASS INC. (Name of Subject Company) iPASS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V306 (CUSIP Number of Class of Secur |
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| January 14, 2019 |
PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS EX-99.(A)(5)(F) 2 tv510905ex-a5f.htm EXHIBIT (A)(5)(F) Exhibit (a)(5)(F) PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS Posted On: January 14, 2019 PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS NEW YORK ― Jan. 14, 2019 ― Pareteum Corporation (Nasdaq: TEUM), a cloud software platform company, announced today that it has extended the offering period of its prev |
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| January 14, 2019 |
TEUM / Pareteum Corporation SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur |
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| January 14, 2019 |
TEUM / Pareteum Corporation 425 (Prospectus) Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. |
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| January 4, 2019 |
PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS EX-99.(A)(5)(E) 2 tv510245ex-a5e.htm EXHIBIT (A)(5)(E) Exhibit (a)(5)(E) PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS NEW YORK ― Jan. 4, 2019 ― Pareteum Corporation (Nasdaq: TEUM), a cloud software platform company, announced today that it has extended the offering period of its previously announced tender offer to purchase all outstanding shares of iPass Inc. (Nasdaq: IPAS), |
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| January 4, 2019 |
TEUM / Pareteum Corporation SC TO-T/A SC TO-T/A 1 tv510245sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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| January 4, 2019 |
TEUM / Pareteum Corporation 425 (Prospectus) Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. |
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| December 21, 2018 |
TEUM / Pareteum Corporation SC TO-T/A SC TO-T/A 1 tv509179sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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| December 21, 2018 |
TEUM / Pareteum Corporation 425 (Prospectus) Pareteum® Corporation TEUM’s Proposed Acquisition of iPass Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. |
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| December 14, 2018 |
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA EX-99.(A)(5)(D) 2 tv509153ex-a5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) David E. Bower (SBN 119546) MONTEVERDE & ASSOCIATES PC 600 Corporate Pointe, Suite 1170 Culver City, CA 90230 Tel: (213) 446-6652 Fax: (212) 202-7880 Counsel for Plaintiff UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA DARRELL BOSWELL, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. iP |
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| December 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) iPASS INC. (Name of Subject Company) iPASS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V306 (CUSIP Number of Class of Secur |
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| December 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) iPASS INC. (Name of Subject Company) iPASS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V306 (CUSIP Number of Class of Secur |
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| December 10, 2018 |
TEUM / Pareteum Corporation SC TO-T/A SC TO-T/A 1 tv508729sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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| December 10, 2018 |
TEUM / Pareteum Corporation 425 (Prospectus) Pareteum® Corporation TEUM Commences Tender Offer to Acquire iPass Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. |
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| December 7, 2018 |
IPAS / iPass, Inc. FORM 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 3) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File |
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| December 7, 2018 |
Credit Agreement entered into as of June 14, 2018, between Fortress Credit Corp., and iPass Inc. EX-10.2 2 tv508660ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CREDIT AGREEMENT by and among ipass inc., A DELAWARE CORPORATION and ipass ip llc, a delaware limited liabilit |
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| December 4, 2018 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 iPASS INC. (Name of Subject Company) iPASS INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V306 (CUSIP Number of Class of Secur |
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| December 4, 2018 |
TEUM / Pareteum Corporation SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 46261V108 ( |
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| December 4, 2018 |
AGREEMENT ESTABLISHING A STRATEGIC ALLIANCE PARETEUM CORPORATION IPASS INC. April 23, 2018 EX-99.(D)(3) 3 tv508217ex-d3.htm EXHIBIT (D)(3) Exhibit (d)(3) AGREEMENT ESTABLISHING A STRATEGIC ALLIANCE Between PARETEUM CORPORATION And IPASS INC. April 23, 2018 Pareteum – iPass Strategic Alliance v.1 1 / 15 1. Parties This Strategic Alliance Agreement (“Agreement”) is made and entered into on April 23, 2018 (the “Effective Date”), between: (A) Pareteum Corporation, a company duly incorporate |
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| December 4, 2018 |
EX-99.(D)(2) 2 tv508217ex-d2.htm EXHIBIT (D)(2) Exhibit (d)(2) NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the “Agreement”) is made and entered into effective December 18, 2017 by and between Pareteum Corporation, a Delaware corporation having its corporate address at: 100 Park Avenue, Suite 1600, New York City, New York 10017, USA (“TEUM”), and iPass Inc., a Delaware corporation havin |
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| December 3, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 3, 2018 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction (Commission File Number) (IRS Employer Id |
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| December 3, 2018 |
Channel Partner Reseller Agreement Exhibit 99.1 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Channel Partner Reseller Agreement This Channel Partner Reseller Agreement (“Agreement”) is entered into and agreed upon as of the Effective Date by and between iPass Inc |
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| December 3, 2018 |
Channel Partner Reseller Agreement Exhibit 99.1 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Channel Partner Reseller Agreement This Channel Partner Reseller Agreement (“Agreement”) is entered into and agreed upon as of the Effective Date by and between iPass Inc |
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| December 3, 2018 |
IPAS / iPass, Inc. FORM 8-K (Prospectus) 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): December 3, 2018 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction (Commission File Number) (IRS Employer Id |
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| November 21, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 21, 2018 iPass Inc. |
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| November 14, 2018 |
IPAS / iPass, Inc. 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File |
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| November 14, 2018 |
Credit Agreement entered into as of June 14, 2018, between Fortress Credit Corp., and iPass Inc. Exhibit 10.2 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Execution Version CREDIT AGREEMENT by and among IPASS INC., A DELAWARE CORPORATION AND IPASS IP LLC, A DELAWARE LIMITED LIABILITY COMPANY (immediately following the consu |
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| November 13, 2018 |
TEUM / Pareteum Corporation 425 (Prospectus) Pareteum® Corporation TEUM Enters Definitive Agreement to Acquire iPass • November 13, 2018 • New York, New York USA Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. |
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| November 13, 2018 |
Commission File Number: 000-50327 CUSIP Number: 46261V306 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 13, 2018 |
TEUM / Pareteum Corporation 425 (Prospectus) Pareteum® Corporation TEUM Enters Definitive Agreement to Acquire iPass • November 13, 2018 • New York, New York USA Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. |
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| November 13, 2018 |
EX-2.1 2 tv506992ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PARETEUM CORPORATION, TBR, INC., and IPASS INC. November 12, 2018 -i- Table of Contents Page Article I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation 10 Article II THE OFFER 10 Section 2.1 The Offer 10 Section 2.2 Company Action |
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| November 13, 2018 |
TEUM / Pareteum Corporation FORM 8-K (Prospectus) 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): November 13, 2018 (November 12, 2018) PARETEUM CORPORATION (Exact name of registrant as specified in the Charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation) (Commi |
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| November 13, 2018 |
EX-99.1 3 tv506992ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PARETEUM FINANCIAL CONTACT: Ted O’Donnell Chief Financial Officer Phone: (212) 380-6100 PARETEUM INVESTOR CONTACT: Stephen Hart Hayden IR Phone: (917) 658-7878 IPASS MEDIA CONTACT: Alex Crenshaw Spark Communications Phone: +44 (0) 20 7436 0420 IPASS INVESTOR CONTACT: [email protected] (650) 232-4205 Pareteum Enters into Definitive Ag |
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| November 13, 2018 |
IPAS / iPass, Inc. 425 (Prospectus) Filed by iPass Inc. Pursuant to Rule 425 Under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: iPass Inc. Commission File No. 000-50327 Email for employees Subject: iPass acquisition news To all iPass employees, Just minutes ago, news crossed the wire that we have signed a definitive agreement to merge with Pareteum, wh |
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| November 13, 2018 |
Pareteum Enters into Definitive Agreement to Acquire iPass Exhibit 99.1 Pareteum Enters into Definitive Agreement to Acquire iPass November 12, 2018 All stock transaction creates significant shareholder value through powerful combination Generates an anticipated $15 million in annual cost synergies with greater than $12 million expected to be realized in the first full quarter of combined operations NEW YORK and REDWOOD SHORES, Calif., Nov. 12, 2018 /PRNe |
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| November 13, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): November 12, 2018 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction (Commission File Number) (IRS Employer I |
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| November 13, 2018 |
EX-2.1 2 a18-401061ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PARETEUM CORPORATION, TBR, INC., and IPASS INC. November 12, 2018 i Table of Contents Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation 10 ARTICLE II THE OFFER 10 Section 2.1 The Offer 10 Section 2.2 Company Action 12 A |
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| November 13, 2018 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PARETEUM CORPORATION, TBR, INC., and IPASS INC. November 12, 2018 i Table of Contents Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions; Interpretation 10 ARTICLE II THE OFFER 10 Section 2.1 The Offer 10 Section 2.2 Company Action 12 ARTICLE III THE MERGER 13 Section 3.1 |
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| November 13, 2018 |
IPAS / iPass, Inc. 8-K (Prospectus) 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): November 12, 2018 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction (Commission File Number) (IRS Employer I |
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| November 13, 2018 |
Pareteum Enters into Definitive Agreement to Acquire iPass EX-99.1 3 a18-401061ex99d1.htm EX-99.1 Exhibit 99.1 Pareteum Enters into Definitive Agreement to Acquire iPass November 12, 2018 All stock transaction creates significant shareholder value through powerful combination Generates an anticipated $15 million in annual cost synergies with greater than $12 million expected to be realized in the first full quarter of combined operations NEW YORK and REDW |
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| November 13, 2018 |
iPass Inc. 2003Employee Stock Purchase Plan EXHIBIT 10.1 IPASS INC. 2003 EQUITY INCENTIVE PLAN ADOPTED: JANUARY 15, 2003 APPROVED BY STOCKHOLDERS: MARCH 17, 2003 AMENDED: JUNE 24, 2009 AMENDMENT APPROVED BY STOCKHOLDERS: AUGUST 18, 2009 AMENDED BY THE BOARD OF DIRECTORS: JULY 6, 2016 TERMINATION DATE: JANUARY 14, 2023 1. PURPOSES. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and |
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| November 13, 2018 |
IPAS / iPass, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission Fi |
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| November 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 5, 2018 iPass Inc. |
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| October 19, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 17, 2018 iPass Inc. |
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| September 11, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 10, 2018 iPass Inc. |
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| August 21, 2018 |
8-K 1 ipass8-k2018reversesplit.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 Date of Report (Date of earliest event reported): August 21, 2018 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of inc |
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| August 21, 2018 |
iPass Announces 1-for-10 Reverse Stock Split EX-99.1 3 a991pressreleasereversespl.htm EXHIBIT 99.1 Exhibit 99.1 iPass Announces 1-for-10 Reverse Stock Split REDWOOD SHORES, Calif., August 21, 2018 (GLOBE NEWSWIRE) - iPass Inc. (NASDAQ:IPAS), a leading provider of global mobile connectivity, today announced that its Board of Directors has approved a 1-for-10 reverse stock split of its issued and outstanding shares of common stock as the next |
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| August 21, 2018 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of iPass, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF iPass Inc. iPass Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that: First: The name of the Corporation is iPass Inc. The Corporation was originally incorporated under the name iPass Merger Corpor |
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| August 14, 2018 |
IPAS / iPass, Inc. 10-Q/A (Quarterly Report) 10-Q/A 1 q22018-10qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro |
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| August 9, 2018 |
Credit Agreement entered into as of June 14, 2018, between Fortress Credit Corp., and iPass Inc. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| August 9, 2018 |
Amended and restated 2003 Non-Employee Directors Plan. Exhibit 10.1 IPASS INC. 2003 NON-EMPLOYEE DIRECTORS PLAN Adopted: January 15, 2003 Approved By Stockholders: March 17, 2003 Effective Date: July 23, 2003 Amended by the Board of Directors: March 9, 2006 Amended and Restated by the Board of Directors: April 7, 2006 Amendment and Restatement Approved By Stockholders: June 1, 2006 Amended and Restated by the Board of Directors: August 10, 2006 Amende |
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| August 9, 2018 |
Patent Security Agreement, by iPass Inc. and related entities in favor of Fortress Credit Corp. EX-10.4 5 a104patentsecurityagreeme.htm EXHIBIT 10.4 [ ***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Execution Version Exhibit 10.4 PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT, dated as of June 14, 2018, is made by ea |
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| August 9, 2018 |
Trademark Security Agreement, by iPass Inc. and related entities in favor of Fortress Credit Corp. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| August 9, 2018 |
IPAS / iPass, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File Nu |
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| August 9, 2018 |
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| August 8, 2018 |
EX-99.1 2 ex-991x8kq22018.htm EXHIBIT 99.1 Exhibit 99.1 IPASS REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS First iPass SmartConnectTM software license sale results in net Deferred Revenue build of $1.8 million in quarter REDWOOD SHORES, Calif. - August 8, 2018 - iPass Inc. (NASDAQ: IPAS), a leading provider of global mobile connectivity, reported total revenue of $10.5 million, GAAP net loss of $ |
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| August 8, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 8, 2018 iPass Inc. |
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| August 2, 2018 |
iPass Appoints Neal Goldman to the Board of Directors, Forms Strategy Committee iPass Appoints Neal Goldman to the Board of Directors, Forms Strategy Committee REDWOOD SHORES, Calif. |
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| August 2, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 Date of Report (Date of earliest event reported): July 25, 2018 iPass Inc. |
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| July 26, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 Date of Report (Date of earliest event reported): July 25, 2018 iPass Inc. |
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| July 26, 2018 |
Non-Employee Director Compensation. EX-10.1 2 a101non-employeedirectorco.htm EXHIBIT 10.1 Exhibit 10.1 Non-Employee Director Compensation Effective July 1, 2018, the cash compensation payable to non-employee directors of the Board is as follows, paid quarterly in advance: Retainer Amount Annual $30,000 Chairman of the Board $20,000 Committee Service $5,000 Audit Committee Chair $15,000 Compensation Committee Chair $8,000 Corporate G |
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| June 18, 2018 |
Execution Version NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. |
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| June 18, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 13, 2018 iPass Inc. |
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| June 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 30, 2018 iPass Inc. |
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| May 9, 2018 |
IPAS / iPass, Inc. 10-Q (Quarterly Report) 10-Q 1 ipas-20180331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr |
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| May 9, 2018 |
Computation of Ration of Earnings to Fixed Charges. EXHIBIT 12.1 IPASS INC. STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) . Three Months Ended March 31, Year Ended December 31, 2018 2017 2016 2015 2014 2013 Fixed charges: Interest expense $2 $44 $29 $75 $125 $29 Interest portion of rental expense 62 249 263 312 398 486 Total fixed charges $64 $293 $292 $387 $523 $515 Earnings: Loss from continuing operations before i |
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| May 8, 2018 |
Exhibit 99.1 IPASS REPORTS FIRST QUARTER 2018 FINANCIAL RESULTS Multimillion-dollar iPass SmartConnectTM software license, a milestone in iPass’ transformation to a software and technology company REDWOOD SHORES, Calif. - May 8, 2018 - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity, reported total revenue of $11.4 million, GAAP net loss of $4.0 million, and Adjusted |
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| May 8, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 8, 2018 iPass Inc. |
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| April 30, 2018 |
DEFA14A 1 ipas-123117proxynoticedef.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy |
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| April 30, 2018 |
Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 19, 2018 |
PRE 14A 1 ipas-123117proxypre14a.htm PRE 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ De |
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| April 19, 2018 |
Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 18, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 16, 2018 iPass Inc. |
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| April 3, 2018 |
8-K 1 executiveincentiveplan.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 30, 2018 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of incor |
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| April 2, 2018 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 2, 2018 iPass Inc. |
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| April 2, 2018 |
Exhibit 16.1 |
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| March 21, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 21, 2018 iPass Inc. |
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| March 20, 2018 |
Up to $8,258,030 of Common Stock 424B5 1 prosupmarch192018.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-220279 PROSPECTUS SUPPLEMENT (To the Prospectus Supplement Dated November 16, 2017, and the Prospectus dated September 21, 2017) Up to $8,258,030 of Common Stock This Prospectus Supplement amends and supplements the information in our prospectus, dated September 21, 2017 (File No. 333-220279) (the “Prospectus |
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| March 8, 2018 |
IPAS / iPass, Inc. 10-K (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50 |
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| March 8, 2018 |
Computation of Ratios of Earnings to Fixed Charges. EXHIBIT 12.1 IPASS INC. STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) . Year Ended December 31, 2017 2016 2015 2014 2013 Fixed charges: Interest expense $44 $29 $75 $125 $29 Interest portion of rental expense 249 263 312 398 486 Total fixed charges $293 $292 $387 $523 $515 Earnings: Loss from continuing operations before income taxes $ (20,361 ) $ (7,547 ) $ (15,186 |
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| February 21, 2018 |
IPASS REPORTS FOURTH QUARTER AND YEAR END 2017 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS FOURTH QUARTER AND YEAR END 2017 FINANCIAL RESULTS REDWOOD SHORES, Calif. - February 21, 2018 - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity, reported total revenue of $13.2 million, GAAP net loss of $4.3 million, and Adjusted EBITDA loss of $3.8 million for the quarter ended December 31, 2017, and total revenue of $54.4 million, |
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| February 21, 2018 |
IPAS / iPass, Inc. 8-K (Current Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 21, 2018 iPass Inc. |
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| February 14, 2018 |
IPAS / iPass, Inc. / Millennium Technology Value Partners RCM L P - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 4, 2018 |
Document January 4, 2018 Ms. Cecilia Blye Chief, Office of Global Security Risk U.S. Securities and Exchange Commission Washington D.C., 20549 RE: iPass Inc. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed March 14, 2017 File No. 0-50327 Dear Ms. Blye: Please consider this response letter as iPass Inc.?s (?iPass?, the ?Company?, ?We?, or ?Our?) response to comments received from the st |
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| January 3, 2018 |
IPAS / iPass, Inc. / C. Silk & Sons, Inc. - IPASS INC. SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) IPASS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of class of Securities) 46261v108 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 16, 2017 |
$10,000,000 of Common Stock plus 840,461 Commitment Shares 424B5 1 d470402d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-220279 PROSPECTUS SUPPLEMENT (To Prospectus dated September 21, 2017) $10,000,000 of Common Stock plus 840,461 Commitment Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering shares of our common stock, par value $0.001 per share (“common stock”) to Aspi |
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| November 16, 2017 |
EX-10.1 Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the Agreement), dated as of November 16, 2017 by and between IPASS INC., a Delaware corporation (the Company), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the Buyer). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Subject to |
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| November 16, 2017 |
EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 16, 2017, by and between IPASS INC., a Delaware corporation (the ?Company?), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the ?Buyer?). Capitalized terms used herein and not otherwise defined herein shall have the respe |
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| November 16, 2017 |
8-K 1 d470452d8k.htm 8-K 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): November 16, 2017 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of incorporatio |
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| November 8, 2017 |
IPAS / iPass, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission Fi |
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| November 8, 2017 |
Computation of Ration of Earnings to Fixed Charges. Exhibit 12.1 IPASS INC. STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Our earnings were insufficient to cover fixed charges for the nine months ended September 30, 2017, and each of the years ended December 31, 2016, 2015, 2014, 2013 and 2012. The following table sets forth our deficiency of earnings to cover fixed charges for the nine months ended September 30, 201 |
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| November 1, 2017 |
IPASS REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS REDWOOD SHORES, Calif. - November 1, 2017 - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity, reported total revenue of $13.4 million, GAAP net loss of $6.7 million, and Adjusted EBITDA loss of $4.9 million for the quarter ended September 30, 2017. ?In the third quarter, we made progress resolving |
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| November 1, 2017 |
iPass 8-K (Current Report/Significant Event) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 1, 2017 iPass Inc. |
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| September 19, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 15, 2017 iPass Inc. |
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| September 19, 2017 |
Acceleration Request iPass Inc. 3800 Bridge Parkway Redwood Shores, CA 94065 (650) 232-4100 September 18, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ji Shin, Attorney-Advisor Jan Woo, Legal Branch Chief, Office of Information Technologies and Services RE: iPass Inc. Registration Statement on Form S |
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| August 31, 2017 |
Form of Common Stock Warrant Agreement and Warrant Certificate Exhibit 4.6 IPASS INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF IPASS INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between IPASS INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corpora |
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| August 31, 2017 |
Exhibit 4.4 IPASS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2.03 Denominations: Provisions |
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| August 31, 2017 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate Exhibit Exhibit 4.7 IPASS INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF IPASS INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ? Agreement ?), dated as of [?], between IPASS INC. , a Delaware corporation (the ? Company ?) and [?], a [corporation] [national banking association] organized and existing under the laws of [? |
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| August 31, 2017 |
As filed with the Securities and Exchange Commission on August 31, 2017 S-3 1 draftipass-3shelfregistrat.htm S-3 As filed with the Securities and Exchange Commission on August 31, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 93-1214598 (State or other jurisdiction of incorporat |
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| August 31, 2017 |
Form of Debt Securities Warrant Agreement and Warrant Certificate Exhibit 4.8 IPASS INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF IPASS INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between IPASS INC., a Delaware corporation (the ?Company?) and [?], a [corporation] [national banking association] organized and existing under the laws of [?] and having |
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| August 31, 2017 |
Statement of Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 IPASS INC. STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) Our earnings were insufficient to cover fixed charges for the six months ended June 30, 2017, and each of the years ended December 31, 2016, 2015, 2014, 2013 and 2012. The following table sets forth our deficiency of earnings to cover fixed charges for the six months ended June 30, 2017, and each |
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| August 9, 2017 |
IPAS / iPass, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File Nu |
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| August 4, 2017 |
iPass 8-K/A (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. |
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| August 2, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 ipas-20170630x8k.htm 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 2, 2017 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdict |
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| August 2, 2017 |
IPASS REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS ? Q2'17 revenue of $13.5 million; Q2'17 GAAP net loss of $5.3 million ? Usage from Unlimited and Strategic Partnerships increased to 61% of total hours consumed as hours grew 10% over Q1?17 REDWOOD SHORES, Calif. - August 2, 2017 - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity, reported total |
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| June 16, 2017 |
Submission of Matters to a Vote of Security Holders 8-K 1 ipassform8-k2017amresults.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 13, 2017 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of inc |
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| May 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File N |
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| May 5, 2017 |
iPass 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 1, 2017 iPass Inc. |
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| May 3, 2017 |
IPASS REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS ? Slightly weaker than expected first quarter revenue of $14.3 million ? GAAP net loss of $4.3 million in range of guidance ? Demand for connectivity continues to ramp; March 2017 reached the highest consumption of network hours ever REDWOOD SHORES, Calif. - May 3, 2017 - iPass Inc. (NASDAQ GS: IPAS), a leading provider of glo |
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| May 3, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 3, 2017 iPass Inc. |
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| April 28, 2017 |
Document SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2017 |
Document Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50 |
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| February 9, 2017 |
IPASS REPORTS FOURTH QUARTER AND YEAR END 2016 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS FOURTH QUARTER AND YEAR END 2016 FINANCIAL RESULTS • Posts year-over-year annual revenue growth for the first time since 2007 • Annual GAAP net loss improves 50% over 2015 • Usage of iPass network increases 39% 2016 over 2015 REDWOOD SHORES, Calif. - February 9, 2017 - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity , reported total |
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| February 9, 2017 |
iPass 8-K (Current Report/Significant Event) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 9, 2017 iPass Inc. |
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| February 6, 2017 |
IPAS / iPass, Inc. / Millennium Technology Value Partners RCM L P - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 3, 2017 |
IPAS / iPass, Inc. / C. Silk & Sons, Inc. - IPASS INC. SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) IPASS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of class of Securities) 46261v108 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2016 |
iPass 8-K (Current Report/Significant Event) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 3, 2016 iPass Inc. |
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| November 3, 2016 |
IPASS REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS Exhibit 99.1 IPASS REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS • Improved revenue to $15.9 million, up 6% over 2015 and the second consecutive quarter of year-over-year growth • Increased Strategic Partnership revenue to $3.5 million, a 106% increase over the same quarter last year • GAAP net loss of $1.3 million, up from a net loss of $3.4 million in the same quarter last year REDWOOD SHORES, Ca |
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| August 5, 2016 |
iPASS INC. 2003 EQUITY INCENTIVE PLAN ADOPTED: JANUARY 15, 2003 APPROVED BY STOCKHOLDERS: MARCH 17, 2003 AMENDED: June 24, 2009 Amendment Approved By Stockholders: AUGUST 18, 2009 AMENDED BY THE BOARD OF DIRECTORS: JULY 6, 2016 TERMINATION DATE: JANUARY 14, 2023 1. Purposes. (a)Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. ( |
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| August 5, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File Nu |
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| August 3, 2016 |
IPASS REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS Exhibit 99.1 IPASS REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS • Q2’16 revenue of $16.5 million, first quarterly year-over-year growth since 2008 • Q2’16 GAAP net loss of $1.4 million, a $5.0 million year-over-year improvement REDWOOD SHORES, Calif. - August 3, 2016 - - iPass Inc. (NASDAQ GS: IPAS), the leading provider of global mobile connectivity , reported total revenue of $16.5 million, net |
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| August 3, 2016 |
iPass 8-K (Current Report/Significant Event) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 3, 2016 iPass Inc. |
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| June 20, 2016 |
iPass 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 16, 2016 iPass Inc. |
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| May 9, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File N |
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| May 4, 2016 |
IPASS REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS ? Reaffirms 2016 guidance for revenue growth and Adjusted EBITDA break-even ? Achieved $2.1 million Annual Contract Value (ACV), highest quarter since launch of Unlimited REDWOOD SHORES, Calif. - May 4, 2016 - - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity , announced total revenue of $14.7 mi |
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| May 4, 2016 |
iPass 8-K (Current Report/Significant Event) 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 4, 2016 iPass Inc. |
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| May 2, 2016 |
8-K 1 a8-kforexeccompbonusapril2.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 26, 2016 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of i |
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| April 29, 2016 |
DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 26, 2016 |
iPass 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 20, 2016 iPass Inc. |
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| March 24, 2016 |
iPass 8-K (Current Report/Significant Event) 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 24, 2016 iPass Inc. |
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| March 11, 2016 |
S-8 1 copyofs-82015.htm S-8 As filed with the Securities and Exchange Commission on March 11, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 93-1214598 (State or other jurisdiction of Incorporation or organiz |
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| March 11, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50 |
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| February 17, 2016 |
IPASS REPORTS FOURTH QUARTER 2015 FINANCIAL RESULTS Exhibit Exhibit 99.1 IPASS REPORTS FOURTH QUARTER 2015 FINANCIAL RESULTS ? Provides 2016 guidance for revenue growth and profitability ? Improved Adjusted EBITDA break-even run rate through reduction in force REDWOOD SHORES, Calif. - Feb. 17, 2016 - - iPass Inc. (NASDAQ GS: IPAS), a leading provider of global mobile connectivity , announced total revenue of $15.4 million and $62.6 million for the |
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| February 17, 2016 |
iPass 8-K (Current Report/Significant Event) 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 17, 2016 iPass Inc. |
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| February 12, 2016 |
IPAS / iPass, Inc. / Millennium Technology Value Partners RCM L P - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2016 |
IPAS / iPass, Inc. / C. Silk & Sons, Inc. - IPASS SCHEDULE 13G/A Passive Investment UNITED STATES| SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) IPASS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of class of Securities) 46261v108 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| November 9, 2015 |
iPass 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 5, 2015 iPass Inc. |
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| November 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission Fi |
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| November 4, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 4, 2015 iPass Inc. |
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| November 4, 2015 |
IPASS REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS Exhibit 99.1 IPASS REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS • Board authorizes stock repurchase plan of up to $3 million to be initiated in the fourth quarter REDWOOD SHORES, Calif. - Nov. 4, 2015 - iPass Inc. (NASDAQ GS: IPAS), the world's largest Wi-Fi network , announced total revenue of $15.0 million and Adjusted EBITDA loss of $1.6 million for the quarter ended September 30, 2015. “Bookin |
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| November 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 27, 2015 iPass Inc. |
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| August 18, 2015 |
IPAS / iPass, Inc. / C. Silk & Sons, Inc. - IPASS INC. SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) IPASS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of class of Securities) 46261v108 (CUSIP Number) August 7, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| August 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 ipas-20150630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro |
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| August 10, 2015 |
[Remainder of Page Intentionally Left Blank] June Bower May 7, 2015 Page 1 of 1 May 7, 2015 Via Hand Delivery June Bower 2180 Cowper Street Palo Alto, CA 94301 Re: Separation Agreement Dear June: As discussed, your employment with iPass Inc. |
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| August 10, 2015 |
SETTLEMENT AGREEMENT (In accordance with section 7:900 of the Dutch Civil Code) EX-10.1 2 executiveagreementhendrik.htm EXHIBIT 10.1 SETTLEMENT AGREEMENT (In accordance with section 7:900 of the Dutch Civil Code) BETWEEN: (1) R. HENDRIKSE, an individual, born on 28 February 1967, residing at Isaac Da Costalaan 6, 1401 BH Bussum, the Netherlands (the "Employee"); and (2) IPASS (UK) LTD., 7th Floor (North), Brettenham House, 5 Lancaster Place, London WC2E 7EN, United Kingdom (t |
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| August 10, 2015 |
[Remainder of Page Intentionally Left Blank] EX-10.3 4 executiveagreementwillem.htm EXHIBIT 10.3 Karen Willem May 7, 2015 Page 1 of 1 May 7, 2015 Via Hand Delivery Karen Willem 14135 Arcadia Palms Drive Saratoga, CA 95070 Re: Separation and Transition Agreement Dear Karen: As discussed, your employment with iPass Inc. (“iPass” or the “Company”) is ending due to a Company restructuring. This letter agreement (the “Agreement”) sets forth the t |
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| August 10, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 10, 2015 iPass Inc. |
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| August 10, 2015 |
IPASS REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS EX-99.1-8K Q2 2015 Exhibit 99.1 IPASS REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS REDWOOD SHORES, C ALIF ., August 10, 2015?iPass Inc. (NASDAQ: IPAS), the world's largest commercial Wi-Fi network, today announced financial results for the second quarter 2015. Financial Highlights ? Total revenue in the second quarter of 2015 was $15.6 million compared with $16.6 million in the first quarter of 2 |
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| August 10, 2015 |
[Remainder of Page Intentionally Left Blank] EX-10.5 5 executiveagreementnelson.htm EXHIBIT 10.5 Barbara Nelson May 7, 2015 Page 1 of 1 May 7, 2015 Via Hand Delivery Barbara Nelson 700 27th Avenue San Mateo, CA 94403 Re: Separation Agreement Dear Barbara: As discussed, your employment with iPass Inc. (“iPass” or the “Company”) is ending due to a Company restructuring. This letter agreement (the “Agreement”) sets forth the terms of your separ |
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| July 7, 2015 |
iPass 8-K (Current Report/Significant Event) iPassForm8-Kfor2015AnnualMeetingResults UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 30, 2015 iPass Inc. |
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| June 15, 2015 |
iPass 8-K (Current Report/Significant Event) iPassForm8-KforBowerSeveranceAgreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 9, 2015 iPass Inc. |
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| June 8, 2015 |
iPassInc102Schedule14AInformationCorrectingProxyCardJune2015 (1) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 31, 2015 iPass Inc. |
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| June 3, 2015 |
IPAS-6.03.2015 Definitive Proxy SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Def |
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| June 1, 2015 |
POWER OF ATTORNEY Know all persons by these present, that the undersigned hereby constitutes and appoints Darin Vickery and Gary Griffiths, and each or any one of them, the undersigned's true and lawful attorney-in fact and agent to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| June 1, 2015 |
POWER OF ATTORNEY Know all persons by these present, that the undersigned hereby constitutes and appoints Darin Vickery and Gary Griffiths, and each or any one of them, the undersigned's true and lawful attorney-in fact and agent to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| June 1, 2015 |
POWER OF ATTORNEY Know all persons by these present, that the undersigned hereby constitutes and appoints Darin Vickery and Gary Griffiths, and each or any one of them, the undersigned's true and lawful attorney-in fact and agent to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| May 29, 2015 |
SC 13D/A 1 sc13da20929700405282015.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 iPass Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title |
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| May 29, 2015 |
iPass Inc. 3800 Bridge Parkway Redwood Shores, California 94065 Exhibit 99.1 iPass Inc. 3800 Bridge Parkway Redwood Shores, California 94065 May 28, 2015 Maguire Asset Management, LLC 1810 Ocean Way Laguna Beach, California 92651 Attention: Timothy Maguire Francis Capital Management, LLC 1453 Third Street, Suite 470, Santa Monica, California 90401 Attention: John P. Francis Foxhill Opportunity Fund, L.P. 12 Roszel Road, Suite C-101 Princeton, New Jersey 08540 |
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| May 29, 2015 |
TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT May 29, 2015 Exhibit 99.2 TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT May 29, 2015 Each of the undersigned hereby terminates that certain Joint Filing and Solicitation Agreement, dated April 16, 2015, relating to iPass Inc. to the extent the undersigned is a party thereto, effective immediately. CATALYSIS PARTNERS, LLC CATALYSIS OFFSHORE LTD. By Francis Capital Management, LLC its Managing Member an |
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| May 29, 2015 |
iPass Inc. 3800 Bridge Parkway Redwood Shores, California 94065 Exhibit10.1SettlementAgreement Exhibit 10.1 iPass Inc. 3800 Bridge Parkway Redwood Shores, California 94065 May 28, 2015 Maguire Asset Management, LLC 1810 Ocean Way Laguna Beach, California 92651 Attention: Timothy Maguire Francis Capital Management, LLC 1453 Third Street, Suite 470, Santa Monica, California 90401 Attention: John P. Francis Foxhill Opportunity Fund, L.P. 12 Roszel Road, Suite C-1 |
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| May 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 28, 2015 iPass Inc. |
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| May 29, 2015 |
Exhibit10.2NonemployeeDirectorCompensationArrangement Exhibit 10.2 Compensation of Non-Employee Directors of iPass Inc. The members of our Board of Directors who are not employees of iPass are reimbursed for travel, lodging and other reasonable expenses incurred in attending Board of Directors? or committee meetings. The table below sets forth the cash compensation arrangements for our non-employe |
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| May 26, 2015 |
iPass 8-K (Current Report/Significant Event) Form8-KforDirectorsNotStandingForReelection UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 25, 2015 iPass Inc. |
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| May 26, 2015 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 20, 2015 iPass Inc. |
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| May 26, 2015 |
Exhibit16.1 Letter from KPMG LLP Exhibit 16.1 May 26, 2015 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for iPass, Inc. and subsidiaries (the Company) and, under the date of March 13, 2015, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2014 and 2013, and the |
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| May 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid |
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| May 12, 2015 |
iPass 8-K (Current Report/Significant Event) Form8-KHendrikseSeveranceAgreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 8, 2015 iPass Inc. |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 iPass Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V108 (CUSIP Number) STEVE WOLOSKY, ESQ. OLSHAN |
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| May 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File N |
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| May 7, 2015 |
EXHIBIT 10.1 [IPASS COMPANY LOGO] March 3, 2015 Via Hand Delivery Evan Kaplan Re: Separation Agreement Dear Evan: This letter agreement (the ?Agreement?) sets forth the terms of your separation and transition from iPass Inc. (?iPass? or the ?Company?). 1.SEPARATION DATE. Your last date of employment with the Company will be March 13, 2015 (the ?Separation Date?). On the Separation Date, the Compan |
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| May 7, 2015 |
iPass 8-K (Current Report/Significant Event) IPAS-2015.3.31-8K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 7, 2015 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of incorpora |
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| May 7, 2015 |
EX-99.1 2 ex-991x8kq12015.htm EXHIBIT 99.1 Exhibit 99.1 IPASS REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS Implements Cost Reduction Initiative; Appoints Darin Vickery as Chief Financial Officer REDWOOD SHORES, CALIF., May 7, 2015—iPass Inc. (NASDAQ: IPAS), the world's largest commercial Wi-Fi network, today announced financial results for the first quarter 2015. Announcing Significant Restructuri |
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| April 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission Fi |
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| April 23, 2015 |
PREC14A 1 ipas-4222015preliminarypro.htm PREC14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy |
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| April 23, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Karen Willem signing, the undersigned's true and lawful attorney-in fact and agent to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| April 23, 2015 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Karen Willem signing, the undersigned's true and lawful attorney-in fact and agent to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| April 22, 2015 |
iPass-DEFA-emailswithMarcSilk14A- (4.22.2015) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Sta |
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| April 21, 2015 |
Exhibit 99.1 - 4.21.2015 Exhibit 99.1 iPass Continues Program of Significant Change to Drive Success Appoints Two New, Independent Directors Provides Additional Detail on Strategic Alternatives Process Comments on 2015 Annual Meeting of Stockholders REDWOOD SHORES, CA - April 21, 2015 - iPass? Inc. (NASDAQ: IPAS), the world?s largest commercial Wi-Fi network, today announced that iPass continued i |
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| April 21, 2015 |
iPass FORM 8-K (Current Report/Significant Event) 8-K for New Directors April 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 21, 2015 iPass Inc. |
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| April 21, 2015 |
8-K for New Directors April 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 21, 2015 iPass Inc. |
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| April 21, 2015 |
Exhibit 99.1 - 4.21.2015 Exhibit 99.1 iPass Continues Program of Significant Change to Drive Success Appoints Two New, Independent Directors Provides Additional Detail on Strategic Alternatives Process Comments on 2015 Annual Meeting of Stockholders REDWOOD SHORES, CA - April 21, 2015 - iPass? Inc. (NASDAQ: IPAS), the world?s largest commercial Wi-Fi network, today announced that iPass continued i |
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| April 20, 2015 |
IPAS / iPass, Inc. / C. Silk & Sons, Inc. - IPASS INC. SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) IPASS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of class of Securities) 46261v108 (CUSIP Number) Marc B. Silk, 24 Hearthstone Drive, Medfield, MA 02052, 508-242-9479 (Name, Address and Telephone Number of Person Authorized to Re |
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| April 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confide |
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| April 16, 2015 |
JOINT FILING AND SOLICITATION AGREEMENT Exhibit 99.2 JOINT FILING AND SOLICITATION AGREEMENT This Agreement (this “Agreement”) is made and entered into as of April 16, 2015, by and among (1) Catalysis Partners, LLC (“Catalysis Partners”), a Delaware limited liability company, Catalysis Offshore Ltd. (“Catalysis Offshore”), a Cayman Islands exempted company, Francis Capital Management, LLC (“Francis Management”), a California limited lia |
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| April 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confide |
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| April 16, 2015 |
Exhibit 99.1 IPASS SHAREHOLDERS FOR CHANGE Open Letter to iPass Shareholders April 16, 2015 Dear Fellow iPass Shareholder: We are a group of concerned investors of iPass Inc. (“iPass” or the “Company”) who have organized as iPass Shareholders for Change. We collectively own an aggregate of 5,090,221 shares of common stock of iPass, constituting approximately 7.7% of the Company’s shares outstandin |
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| April 16, 2015 |
IPAS / iPass, Inc. / Maguire Asset Management, LLC - THE SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 iPass Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 46261V108 (CUSIP Number) STEVE WOLOSKY, ESQ. OLSHAN |
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| March 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 13, 2015 iPass Inc. |
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| March 13, 2015 |
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company ("Landlord") and IPASS INC. |
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| March 13, 2015 |
EXHIBIT 10.28 February 16, 2015 Gary Griffiths Re: Employment Offer Letter Agreement Dear Gary, iPass Inc. (the ?Company?) is pleased to offer you the positions of President and Chief Executive Officer of the Company, reporting to the Company?s Board of Directors (the ?Board?). The following letter agreement (the ?Agreement?) provides the terms of our offer of employment. I. GENERAL TERMS OF EMPLO |
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| March 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50 |
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| March 13, 2015 |
EX-10.29 4 exhibit102910kq42014.htm EXHIBIT 10.29 EXHIBIT 10.29 February 16, 2015 Patricia Hume Re: Employment Offer Letter Agreement Dear Patricia, iPass Inc. (the “Company”) is pleased to offer you the position of Chief Commercial Officer of the Company, reporting to the Chief Executive Officer. The following letter agreement (the “Agreement”) provides the terms of our offer of employment. I. GE |
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| March 13, 2015 |
EX-21.1 5 exhibit21110kq42014.htm EXHIBIT 21.1 EXHIBIT 21.1 Subsidiaries of Registrant Name Jurisdiction iPass (U.K.) Limited United Kingdom iPass France SAS France iPass Deutschland GmbH Germany iPass Holdings Pty Ltd. Australia iPass Asia Pte Ltd. Singapore iPass Japan, Inc. Japan iPass India Private Limited India iPass Ltd. Israel GoRemote Internet Communications, Inc. Delaware GoRemote Interna |
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| March 13, 2015 |
S-8 1 s-82015.htm S-8 As filed with the Securities and Exchange Commission on March 13, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 93-1214598 (State or other jurisdiction of Incorporation or organization) |
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| February 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 22, 2015 iPass Inc. |
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| February 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 16, 2015 iPass Inc. |
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| February 18, 2015 |
IPASS REPORTS FOURTH QUARTER AND YEAR END 2014 FINANCIAL RESULTS Exhibit 99.1 IPASS REPORTS FOURTH QUARTER AND YEAR END 2014 FINANCIAL RESULTS REDWOOD SHORES, CALIF., February 18, 2015—iPass Inc. (NASDAQ: IPAS), the world's largest commercial Wi-Fi network, today announced financial results for the fourth quarter and year ended December 31, 2014. Financial Highlights • Open Mobile revenue for the fourth quarter of 2014 was $15.2 million compared with $14.6 mill |
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| February 18, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 18, 2015 iPass Inc. |
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| February 5, 2015 |
IPAS / iPass, Inc. / C. Silk & Sons, Inc. - IPASS INC. SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) IPASS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of class of Securities) 46261v108 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 7, 2014 |
Exhibit 10.2 INDEMNITY AGREEMENT THIS AGREEMENT is made and entered into this day of , 20 by and between IPASS INC., a Delaware corporation (the ?Corporation?), and (?Agent?). RECITALS WHEREAS, the Corporation desires to attract and retain the services of highly qualified individuals as directors, officers, employees and other agents; WHEREAS, Agent performs a valuable service to the Corporation i |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission Fi |
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| November 6, 2014 |
IPASS REPORTS SEQUENTIAL OM REVENUE GROWTH IN THE THIRD QUARTER 2014 Exhibit 99.1 IPASS REPORTS SEQUENTIAL OM REVENUE GROWTH IN THE THIRD QUARTER 2014 REDWOOD SHORES, CALIF., November 6, 2014—iPass Inc. (NASDAQ: IPAS), the global Wi-Fi roaming leader for enterprises and telecom service providers, today announced financial results for the third quarter ended September 30, 2014. Open Mobile revenue for the third quarter of 2014 was $14.6 million compared with $14.4 m |
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| November 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 6, 2014 iPass Inc. |
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| October 20, 2014 |
IPAS / iPass, Inc. / Millennium Technology Value Partners RCM L P - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2) iPass, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 46261V108 (CUSIP Number) Daniel Burstein Millennium Technolog |
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| October 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 2, 2014 iPass Inc. |
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| October 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 25, 2014 iPass Inc. |
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| September 12, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 8, 2014 iPass Inc. |
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| August 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File Nu |
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| August 11, 2014 |
IPASS REPORTS SEQUENTIAL REVENUE GROWTH IN THE SECOND QUARTER 2014 Exhibit 99.1 IPASS REPORTS SEQUENTIAL REVENUE GROWTH IN THE SECOND QUARTER 2014 REDWOOD SHORES, CALIF., August 11, 2014—iPass Inc. (NASDAQ: IPAS), the global Wi-Fi roaming leader for enterprises and telecom service providers, today announced financial results for the second quarter ended June 30, 2014. Total revenue, including the Unity business that was sold on June 30, 2014, was $25.5 million, c |
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| August 11, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 11, 2014 iPass Inc. |
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| August 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 29, 2014 iPass Inc. |
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| July 7, 2014 |
iPass Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements Exhibit 99.1 iPass Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements On June 30, 2014, iPass Inc. (?iPass?) completed the sale of all membership interests in MNS Holdings LLC, the operating parent of iPass Unity Network Services (?Unity?), to Tolt Solutions, Inc. (?Buyer?), an affiliate of Clearlake Capital Group, L.P. for a purchase price of $28.2 million (the "Unity Sale?). Th |
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| July 7, 2014 |
EX-2.1 2 exhibit21.htm EX-2.1 Exhibit 2.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into as of June 30, 2014, by and among: IPASS INC., a Delaware corporation (“Seller”); TOLT SOLUTIONS, INC., a Delaware corporation (“Purchaser”); and MNS HOLDINGS LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (the “Company”). Certain capitalized |
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| July 7, 2014 |
8-K 1 unityagreement8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 30, 2014 iPass Inc. (Exact name of Registrant as specified in its charter) Delaware 000-50327 93-1214598 (State or other jurisdiction of incorporati |
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| June 5, 2014 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 2014 iPass Inc. |
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| May 8, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-50327 (Commission File N |
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| May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 7, 2014 iPass Inc. |
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| May 7, 2014 |
IPASS REPORTS FIRST QUARTER 2014 FINANCIAL RESULTS EX-99.1 2 ex-991x8kq12014.htm EX-99.1 Exhibit 99.1 IPASS REPORTS FIRST QUARTER 2014 FINANCIAL RESULTS REDWOOD SHORES, CALIF., May 7, 2014—iPass Inc. (NASDAQ: IPAS), the global Wi-Fi roaming leader for enterprises and telecom service providers, today announced financial results for the first quarter ended March 31, 2014. Open Mobile revenue for the first quarter was $13.6 million compared with $13. |
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| April 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 24, 2014 iPass Inc. |
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| April 28, 2014 |
DEF 14A 1 ipas-123113proxy.htm DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definiti |
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| March 11, 2014 |
Exhibit 10.25 November 6, 2013 June Bower Dear June: I am pleased to offer you employment in the position of Chief Marketing Officer at iPass Inc. (“iPass” or the “Company”), reporting to me, under the terms set forth in this letter. Your first date of employment will be November 25, 2013. Your initial base salary will be $11,250.00, paid semi-monthly, plus benefits, including the option of partic |
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| March 11, 2014 |
S-8 1 a20131231s-8.htm S-8 As filed with the Securities and Exchange Commission on March 11, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iPass Inc. (Exact name of registrant as specified in its charter) Delaware 93-1214598 (State of Incorporation) (I.R.S. Employer Identification |
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| March 11, 2014 |
EXHIBIT 21.1 Subsidiaries of Registrant Name Jurisdiction iPass (U.K.) Limited United Kingdom iPass France SAS France iPass Deutschland GmbH Germany iPass Holdings Pty Ltd. Australia iPass Asia Pte Ltd. Singapore iPass Japan, Inc. Japan iPass India Private Limited India iPass Ltd. Israel MNS Holdings LLC Delaware Managed Network Services LLC Delaware GoRemote Internet Communications, Inc. Delaware |
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| March 11, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50 |
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| February 12, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 12, 2014 iPass Inc. |
