Current Report Filing (8-k)
July 16 2019 - 6:01AM
Edgar (US Regulatory)
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): July 11, 2019 (June 30,
2019)
MoneyOnMobile, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Texas
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000-53997
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20-8592825
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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500 North Akard
Street, Suite 2850, Dallas, Texas
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75201
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(214) 758-8600
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
Item
3.02 Unregistered Sales of Debt
Securities.
Item
5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Sale of Senior Secured Notes
On
June 30, 2019, the Company completed a $1,500,00 financing in
consideration for the issuance of (i) Senior Secured Notes; and
(ii) five year warrants (“Warrants”) to purchase
69,592,665 shares of Common Stock at an exercise price equal to
$0.02158 per share, pursuant to a subscription agreement (the
“Subscription Agreement”) entered into on various dates
starting March 13, 2019 and ending June 30, 2019. The rights and
preferences of the Senior Secured Notes and related Purchase
Agreement and Warrants are described above and incorporated herein
by reference. The Company will use such proceeds to continue to
fund its legal case to regain control of its operations in
India.
The
foregoing description of the terms of the Notes, Subscription
Agreement and the Warrant does not purport to be complete and is
subject to, and qualified in its entirety by reference to the form
of Notes, Subscription Agreement and Warrant, which are filed
herewith as Exhibit 99.1, 99.2, and 99.3, and is incorporated
herein by reference.
Series H Preferred Stock – Amendment
On
June 30, 2019, the Company amended its Series H Preferred Stock
(the “Amended Series H Certificate of Designation”).
The amendment removed the ownership limitation on both voluntary
and mandatory beneficial conversions of the Company’s Common
Stock in the event of a Series H Preferred conversion. This
amendment was executed as a result of the Company receiving written
consent from the majority of the holders of the Company’s
Series H Preferred Stock.
The
foregoing description of the Amended Series H Certificate of
Designation does not purport to be complete and is qualified in its
entirety by reference to the full texts of the Amended Series H
Certificate of Designation, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01
Financial Statements and
Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as
part of this Current Report on Form 8-K.
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Exhibit No.
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Description
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3.1
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Amended
Certificate of Designation of Series H Convertible Preferred
Stock
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99.1
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Form of
Subscription Agreement
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99.2
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Form of
Warrant
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99.3
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Promissory
Note
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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MONEYONMOBILE,
INC.
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Date:
July 11, 2019
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By:
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/s/
Scott Arey
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Scott
Arey
Chief
Financial Officer
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