8-K 1 a8-kreversesharesplit.htm 8-K REVERSE SHARE SPLIT Document


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): April 25, 2018 (April 20, 2018)

momtlogoa01.jpg 
MoneyOnMobile, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Texas
 
000-53997
 
20-8592825
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
500 North Akard Street, Suite 2850, Dallas, Texas
 
 
 
75201
(Address of principal executive offices)
 
 
 
(Zip Code)
 
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)

Copy to: 
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Fl.New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
 
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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 20, 2018, MoneyOnMobile, Inc., a Texas corporation (the “Company”), filed a certificate of amendment (the “Amendment”) with the Texas Secretary of State to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) with an effective date of April 24, 2018 (the “Effective Time”).

At the Effective Time, each 20 shares of the Company’s common stock issued and outstanding were converted and reclassified into 1 share of the Company’s common stock. No fractional shares of the Company’s common stock were issued in connection with this Reverse Stock Split. Shareholders who would otherwise be entitled to a fractional share will instead receive a new certificate rounding up their fractional share to the next nearest full share.

Upon the commencement of trading on April 25th, 2018, the Company's symbol on the OTCQB marketplace changed to "MOMTD" for a period of 20 business days, after which the "D" will be removed from the Company's trading symbol, which will revert to the original symbol of "MOMT". In connection with the Reverse Stock Split, the CUSIP number for the common stock has been changed to 60937K206.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 7.01
Regulation FD Disclosure

On April 24, 2018, the Company issued a press release announcing the completion of the Reverse Split. The press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information and exhibits attached hereto in this Section 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.


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.

Exhibit No.
 
Description
3.1
 
Certificate of Amendment

99.1
 
Press Release Reverse Share Split













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.
 
 
 
 
 
 
 
 
MONEYONMOBILE, INC.
 
 
 
Date: April 25, 2018
 
By:
 
/s/ Scott S. Arey
 
 
 
 
Scott S. Arey
Chief Financial Officer



Exhibits

Exhibit No.
 
Description
3.1
 
Certificate of Amendment

99.1
 
Press Release Reverse Share Split