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): December 7, 2020

FOMO CORP.

(Exact name of Registrant as specified in its Charter)

CALIFORNIA	001-13126	83-3889101
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1 E Erie St, Ste 525 Unit #2250, Chicago, IL 60611

(Address of principal executive offices)

(630) 286-9560

(Registrant’s Telephone Number)

(Former name or address, 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 (see General Instruction A.2. below):

[  ]	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common	ETFM	OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) [X]

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 [X]

FOMO CORP. is referred to herein as “we”, “us”, or “us”

ITEM 8.01 Other Events

FOMO CORP. has appointed John Kelly, owner of PPE Source International, LLC (“PPESI”), a provider of personal protective equipment (“PPE”) to business and industry, to its Advisory Board. Mr. Kelly has three decades experience in manufacturing and supplying technology products and services, having served hundreds of enterprise, institutional, and government customers across the United States and abroad. As compensation, the Company issued Mr. Kelly ten (10) million common stock purchase warrants with a strike price of $0.001 and a three-year expiration. FOMO CORP. continues to have an exclusive option to acquire PPESI executed September 22, 2020 that expires March 21, 2021.

Item 9.01. Exhibits

(a) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	FOMO CORP. - John Kelly Advisory Board Agreement – 10-07-2020
10.2	FOMO CORP. - John Kelly Warrant – 10-08-2020
10.3*	FOMO CORP. - PPE Source International, LLC M&A Option Agreement – 09-22-2020

*Incorporated by reference to the Company’s Form 8-K filed October 6, 2020.

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.

	FOMO CORP.
Date: December 10, 2020	By:	/s/ Vikram Grover
		Vikram Grover
		Chief Executive Officer

EX-10.1

Exhibit 10.1

ADVISORY BOARD AGREEMENT

This Advisory Board Agreement (the “Agreement”) is effective as of December 7, 2020 (the “Execution Date”) and is by and between FOMO CORP., a California corporation (“FOMO”), and JOHN KELLY, (“ADVISOR” or “KELLY”). The foregoing parties are referred to in this Agreement collectively as the “Parties.”

WHEREAS the Parties wish to set forth herein the terms and conditions upon which FOMO shall engage ADVISOR to perform certain services for it;

WHEREAS JOHN KELLY is being appointed to the Advisory Board;

WHEREAS KELLY is a well-known inventor and established contact person and executive in the technology and PPE markets.

WHEREAS KELLY’s name, by virtue of his success and experience, has acquired a meaning in the mind of the purchasing public important to the advertising, promotion, and customer-facing sale and support of above products and services;

WHEREAS FOMO is a holding company focused on the incubation of emerging growth businesses supporting its ESG mission statement;

WHEREAS FOMO owns majority, minority and joint venture positions in portfolio companies that have developed, own and/or license patents, trademarks and other intellectual property used in the marketing of FOMO, and the sale of all FOMO services;

NOW, THEREFORE, for good and sufficient consideration and of the mutual promises herein contained, the receipt of which is hereby acknowledged, the Parties hereto agree below.

1. ADVISOR Agrees to provide the following services (the “Services”):

A. Advisement regarding sales of technology products and services in markets in the United States and internationally.

B.  Advising FOMO regarding FOMO’s business plan, brand development and management, user acquisition plan and analysis and pitch presentations tailored specifically for potential customers, partners, and vendors.

C. Develop new trademarks and URLs, company phrases and descriptive marks for use in promoting and marketing FOMO and its technology products and services.

D. Using KELLY’s global contacts to identify and develop strategic partnerships for the benefit of FOMO and its global growth and bring vendors to FOMO in an effort to expand FOMO’s product list.

www.fomoworldwide.com

E. KELLY’ role is to provide consulting services to the Board of Directors and management as an independent contractor. ADVISOR has no clear power to act for, represent or bind the Company and cannot take action that implies such authority. ADVISOR will use best efforts to attend internal Advisory Board calls and related meetings, but is under no obligation to attend any specific number of such meetings, either in person or telephonically, and there are no specific duties or requirements for the ADVISOR under this Agreement.

F. KELLY will be appointed to FOMO’s Advisory Board. KELLY will also advise FOMO regarding other potential members of the Advisory Board.

2. Compensation. In consideration of the Services, FOMO shall grant ADVISOR 10,000,000 cashless exercise common stock purchase warrants in FOMO with a three-year expiration and the lower of a $0.001 exercise price or adjusted to the exercise price of warrants awarded to any other ADVISOR prior to expirations. Additional compensation will be discussed on a quarterly basis as circumstances merit.

3. Term. The Term of this Agreement shall commence as of the date of this Agreement and, unless sooner terminated by mutual consent by either party or due to a material breach of this Agreement, shall run for a period of three (3) years. ADVISOR serves at the will of the Board of Directors to advise management and the Agreement can be terminated anytime by either party with or without reason.

4. Confidentiality. Advisor shall treat as confidential this Agreement and all non-public proprietary information of FOMO, including any proprietary product information and specifications and financial information (“Confidential Information”) unless Advisor obtains FOMO’s prior written consent. Advisor may neither disclose nor otherwise disseminate any Confidential Information to any person or entity. Moreover, Advisor may not use any Confidential Information for any purposes other than those contemplated by this Agreement. If any Confidential Information is required to be disclosed by order of any court of competent jurisdiction or other governmental authority, Advisor shall timely inform FOMO of all such proceedings so that FOMO may attempt by appropriate legal means to limit such disclosure. In such case, Advisor shall use his best efforts to limit the disclosure and maintain confidentiality to the best extent possible.

5. Use of Licensed Materials. Advisor may use FOMO’s trademarks and other promotional materials involving FOMO’s products (collectively, “Licensed Materials”) to the extent reasonably necessary to render the Services. All uses of Licensed Materials shall be in accordance with such reasonable specifications and requirements as FOMO may periodically prescribe in writing. Any proposed use of any Licensed Materials that is essentially the same as, and does not materially differ from, a prior approved use shall be deemed acceptable to FOMO; provided, however, that Advisor shall provide FOMO with specimens of such use sufficiently in advance to allow FOMO an effective opportunity to object. Subject only to the foregoing authorization, FOMO shall retain all right, title and interest arising under all applicable laws, rules, and regulations in and to the Licensed Materials.

www.fomoworldwide.com

6. Ownership of Materials. All documents, data, records, apparatus, equipment, designs, prototypes, promotional materials, and other physical property, whether or not pertaining to Confidential Information, furnished to Advisor by FOMO or any third party or produced by Advisor or others in connection with the Services shall be and remain the sole property of FOMO. Advisor shall return all such property to FOMO promptly upon FOMO’s request.

7. Miscellaneous.

(a) Notices. All notices, requests, instructions, consents and other communications to be given pursuant to this Agreement shall be in writing and shall be delivered either in person, reliable overnight courier service or electronic mail. Notices shall be sent to the following addresses:

If to FOMO:	If to Advisor:
FOMO CORP.	John Kelly
1 E Erie St, Ste 525 Unit #2250	7910 Wrenwood Blvd. Suite B
Chicago, IL 60611	Baton Rouge LA 70809
Attn: Vik Grover, CEO	Attn: KELLYJOHN KELLY
Email: vikgrover@comcast.net	Email: john@ppesourceinternational.com

Each party may by written notice given to the other(s) in accordance with this Agreement change the address to which notices to such party are to be delivered. Notices shall be deemed received (i) on the same day if delivered in person or by same-day courier or electronic mail, (ii) on the next business day if delivered by overnight mail or courier, or (iii) on the date indicated on the return receipt, if delivered by postal service, postage prepaid.

(b) Entire Understanding; No Amendment. This Agreement contains the complete, entire and exclusive statement of the parties’ understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to such subject matter. No amendment of this Agreement shall be effective unless embodied in a written instrument executed by both of the parties.

(c) Waiver of Breach. The failure of either party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions or the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

(d) Assignability. Neither Advisor nor FOMO may assign this Agreement or any rights hereunder, to any person or entity.

www.fomoworldwide.com

(e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural laws of the state of Illinois without regard to the conflict of laws rules of that or any other jurisdiction. The sole and exclusive venue for all disputes arising out of or relating in any way to this Agreement shall be through Arbitration in Illinois, unless the Parties mutually agree to resolve any and all matters through arbitration. The parties consent to the personal jurisdiction and venue of such courts or agreed arbitration and further consent that any process, notice of motion or other application to either such court or a judge thereof may be served outside the state of Illinois by registered or certified mail or by personal service, provided that a reasonable time for appearance is allowed.

(f) Interpretation and Construction. This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor of or against any party on account of its participation in the drafting hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date first written above.

FOMO CORP.		ADVISOR
By:	/s/ Vik Grover	By:	/s/ John Kelly
	Vik Grover		John Kelly
	CEO		Consultant

www.fomoworldwide.com

EX-10.2

Exhibit 10.2

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

FOMO CORP.

WARRANT TO PURCHASE 10,000,000 SHARES

(SUBJECT TO ADJUSTMENT)

OF COMMON STOCK

(Void after December 8, 2023)

This certifies that for value JOHN KELLY (“Holder”) is entitled, subject to the terms set forth below, at any time from and after DECEMBER 8, 2020 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on DECEMBER 7, 2023, to purchase from FOMO CORP., Inc., a California state corporation (the “Company”), 10,000,000 shares (subject to adjustment as described herein), of common stock (the “Common Stock”) of the Company, as constituted on the Original Issuance Date, upon surrender hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the exercise price per share equal to $0.001 per share, as may be adjusted as provided elsewhere herein (the “Purchase Price”). Term “Common Stock” shall include, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant. The term “Warrants” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant was issued in connection with the appointment of JOHN KELLY to the FOMO CORP. Advisory Board effective DECEMBER 8, 2020.

1. Exercise. The Holder, at its option, may exercise this Warrant at any time or from time to time and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on DECEMBER 7, 2023, on any business day in a cashless exercise transaction. In order to effect a Cashless Exercise, the Holder shall surrender this Warrant at the principal office of the Company at FOMO CORP. c/o California Registered Agents Inc. 1267 Willis St., Ste 200, Redding, CA 96001, together with Subscription Form, completed and executed, indicating Holders election to effect a Cashless Exercise, in which event the Company shall issue Holder a number of shares of Common Stock equal to:

X = Y (A-B)/A

where:	X= the number of shares of Common Stock to be issued to Holder.
	Y=the number of shares of Common Stock purchasable under this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. B = the exercise price of this Warrant as adjusted hereunder; and
	A = the VWAP of the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise” as set forth in the applicable Notice of Exercise.

The Company represents, warrants and covenants that it shall reserve for issuance that number of shares of Common Stock equal to 100% of the shares of Common Stock issuable upon exercise of this Warrant within 90 days of the effective increase to the Company’s authorized common shares following execution of this Agreement.

2. “Fair Market Value” shall mean, as of any date, (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the Nasdaq SmallCap Market www.nasdaq.com (“NSCM”), the average of the closing prices as reported on the NSCM during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NSCM; or if applicable, the Nasdaq National Market (“NNM”), or if not then included for quotation on the NNM or NSCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Markets System or the National Quotations Bureau, as the case may be, or (iii) if the shares of the Common Stock are not then publicly-traded, the fair market price, not less than book value thereof, of the Common Stock as determined in good faith by the Holder.

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3. Shares Fully Paid; Payment of Taxes. All shares of Common Stock issued upon the exercise of a Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes and other governmental charges (other than income taxes to the holder) that may be imposed in respect of the issue or delivery thereof.

4. Transfer and Exchange. This Warrant and all rights hereunder are not transferable or exchangeable.

5. Anti-Dilution Provisions. Not applicable.

6. Adjustment for Dividends in Other Stock and Property Reclassifications. Not applicable.

7. Adjustment for Reorganization, Consolidation and Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the Original Issuance Date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all its assets to another corporation or entity, then and in each such case Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 4; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

8. Adjustment for Certain Dividends and Distributions. If the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event

(1) the Purchase Price then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction (A) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Purchase Price shall be adjusted pursuant to this Section 4.D as of the time of actual payment of such dividends or distributions; and

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(2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

9. Stock Split and Reverse Stock Split. If the Company at any time or from time to time effects a stock split or subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that stock split or subdivision shall be proportionately decreased and the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be proportionately increased. If the Company at any time or from time to time effects a reverse stock split or combines the outstanding shares of Common Stock into a smaller number of shares, the Purchase Price then in effect immediately before that reverse stock split or combination shall be proportionately increased and the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be proportionately decreased. Each adjustment under this Section 4.E shall become effective at the close of business on the date the stock split, subdivision, reverse stock split or combination becomes effective.

10. No Impairment. The Company will not, by amendment of its Amended and Restated Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders of the Warrants against impairment.

11. Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.

12. Notices of Record Date. In case:

● the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of the Warrants) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

● of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or

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● of any voluntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to each holder of a Warrant at the time outstanding a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (b) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of the Warrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, such notice shall be mailed at least twenty (20) days prior to the date therein specified.

13. Stock Purchase Rights. Not applicable.

14. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise of reasonable discretion) of the ownership of and the loss, theft, destruction or mutilation of any Warrant and (in the case of loss, theft or destruction) of indemnity satisfactory to it (in the exercise of reasonable discretion), and (in the case of mutilation) upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof a new Warrant of like tenor.

15. Reservation of Common Stock. Upon execution of this Agreement the Company shall issue an irrevocable instruction letter to Signature Stock Transfer, Inc. to, as soon as shares are available, at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.

16. No Redemption of Warrant. This Warrant may not be redeemed.

17. Notices. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by certified mail to the address furnished to the Company in writing by the holder of this Warrant who shall have furnished an address to the Company in writing.

18. Change; Modifications; Waiver. The terms of this Warrant may only be amended, waived and or modified by written agreement of the Company and the Holder

19. Headings. The headings in this Warrant are for purposes of convenience in reference only and shall not be deemed to constitute a part hereof.

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20. Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of Illinois. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the appropriate City, County and State of Illinois and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Chicago. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements.

Dated: 12/08/2020

FOMO CORP.
By:
Name:	VIKRAM GROVER
Title:	CEO

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EXHIBIT A

SUBSCRIPTION FORM

(To be executed only upon exercise of Warrant)

The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of Common Stock of FOMO CORP., purchasable with this Warrant, and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant.

Dated:

(Signature of Registered Owner)

(Street Address)

(City / State / Zip Code)