UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(
CURRENT REPORT
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Background.
This Third Amendment to Form 8-K filed January 17, 2023 notifies investors that due to market conditions, effective June 27, 2023, Business Media Solutions, Inc. (“BMS”) dba Russell Associates and FOMO mutually agreed to cancel our purchase agreement for BMS. Though BMS is released from exclusivity, we intend to explore a mutually beneficial business relationship and revisit the transaction at a later date pending availability of acquisition financing.
FOMO WORLDWIDE, INC. is referred to in this Current Report on Form 8-K as “FOMO,” the “Company,” “we,” or “us.”
Item 1.02 Termination of a Material Definitive Agreement
Effective June 27, 2023, Business Media Solutions, Inc. (“BMS”) dba Russell Associates and FOMO mutually agreed to cancel our purchase agreement for BMS. As part of the cancellation, we have surrendered $15,000 non-refundable cash deposit and $5,000 of Series B Preferred stock. There were no other penalties of fees associated with the cancellation. Though BMS is released from exclusivity, we intend to explore a mutually beneficial business relationship and revisit the transaction at a later date pending availability of acquisition financing. The cancellation document is included herein as Exhibit 10.1.
Item 8.01 Other Events.
On January 17, 2023, we signed a purchase agreement to acquire the assets of a provider of online training and compliance software, services, and content primarily to the agriculture and food industries based in the Midwest. The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+, and can potentially be grown organically into other regions of the country and into new verticals including education, manufacturing, healthcare, and other. We intend to place the assets, which have a total purchase price of $280,000 cash including closing funds of $155,000, seller notes of $110,000 and an earn-out valued at $15,000 but with no ceiling, into our wholly owned subsidiary SMARTSolution Technologies Inc., a sister entity to our wholly owned education technology subsidiary SMARTSolution Technologies LP. Closing is targeted by March 17, 2023, though we intend to work vigorously to consummate the deal sooner. Our auditors have indicated the size of the business relative to FOMO will not trigger an audit requirement for the target. We agreed to make a $10,000 non-refundable earnest payment towards closing. There is no equity component to the consideration for this transaction or dilution to existing shareholders. There are no assurances that we will be able to raise adequate capital to close the business under the agreed timeframe.
Item 9.01. Exhibits
(a) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO WORLDWIDE, INC. Business Media Solutions, Inc. Cancellation – 06/27/2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 WORLDWIDE, INC. | ||
| Date: June 29, 2023 | By: | /s/ Vikram Grover |