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): January 15, 2021
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.’s (“FOMO”) Board of Directors has defined a timeline for a potential change to its share structure, subject to planned financing and announced letters of intent for accretive mergers and acquisitions. The Board believes it is in the best interests of all shareholders to have clarity so that they can make informed investment decisions that may be adversely impacted by false and misleading information, rumors, and innuendo propagated in the market and through certain online forums. Management remains committed to increasing shareholder value and providing transparency for all FOMO stakeholders. There are no assurances that any potential, approved or announced financing, merger, acquisition, or corporate action will be consummated.
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. Resolutions of the Board of Directors – January 15, 2021 |
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: January 19, 2021 | By: | /s/ Vikram Grover |
Vikram Grover | ||
Chief Executive Officer |
Exhibit 10.1
RESOLUTIONS OF THE BOARD OF DIRECTORS OF FOMO CORP.
Pursuant to the provisions of California Corporation law, as amended, and the Certificate of Incorporation and By-Laws of FOMO CORP., a California corporation (the “Company”), the Board of Directors, pending milestones for financing and closing of accretive mergers and acquisitions, hereby approves a reverse split of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common stock at a ratio of 1-10 (one share for every ten shares of each respective class). In the event of such a corporate action, the conversion ratios for all Preferred Stock classes shall remain unchanged so that shareholder positions of all classes are equally adjusted. No reverse split shall be filed with FINRA until the Company has obtained financing or firm commitments for financing of greater than three million dollars ($3,000,000), has closed a profitable strategic merger/acquisition, and at least six months have elapsed from the later of the closing of the financing or the closing of the acquisition (FINRA’s review process for such corporate actions typically takes 30-60 days from the date of filing). It is anticipated that the recently announced Agreement to acquire EcoLite Holdings, LLC and required cash needs meets these criteria. The foregoing resolution was unanimously approved by the Board of Directors of the Company effective 2:00pm CT January 15, 2021.
WHEREAS, to facilitate the conduct of business, the Board of Directors of the Company believes it is in the best interests of FOMO CORP., pending milestones for financing and closing of accretive mergers and acquisitions, to approve a reverse split of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common stock at a ratio of 1-10 (one share for every ten shares of each respective class). In the event of such a corporate action, the conversion ratios for all Preferred Stock classes shall remain unchanged so that shareholder positions of all classes are equally adjusted. No reverse split shall be filed with FINRA until the Company has obtained financing or firm commitments for financing of greater than three million dollars ($3,000,000), has closed a profitable strategic merger/acquisition, and at least six months have elapsed from the later of the closing of the financing or the closing of the acquisition (FINRA’s review process for such corporate actions typically takes 30-60 days from the date of filing). It is anticipated that the recently announced Agreement to acquire EcoLite Holdings, LLC and required cash needs meets these criteria.
NOW THEREFORE BE IT RESOLVED THAT:
RESOLVED, that the Board of Directors, pending milestones for financing and closing of accretive mergers and acquisitions, hereby approves a reverse split of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common stock at a ratio of 1-10 (one share for every ten shares of each respective class). In the event of such a corporate action, the conversion ratios for all Preferred Stock classes shall remain unchanged so that shareholder positions of all classes are equally adjusted. No reverse split shall be filed with FINRA until the Company has obtained financing or firm commitments for financing of greater than three million dollars ($3,000,000), has closed a profitable strategic merger/acquisition, and at least six months have elapsed from the later of the closing of the financing or the closing of the acquisition (FINRA’s review process for such corporate actions typically takes 30-60 days from the date of filing). It is anticipated that the recently announced Agreement to acquire EcoLite Holdings, LLC and required cash needs meets these criteria.
RESOLVED, that any of the Executive Officers of the Company are hereby authorized and directed for and on behalf of the Company to do and perform all acts and things and execute and deliver all documents and take all such other steps as may be necessary or desirable to give full effect to the consent resolutions set forth above.
Vikram Grover, Chairman, CEO & Secretary