UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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FOMO WORLDWIDE, INC. is referred to herein as “FOMO”, “we”, “us”, or the “Company”.
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2024, we entered into a definitive agreement to acquire the North American assets and operations of EcoChem Alternative Fuels LLC (https://www.hpcdfuel.com/), an Ohio-based provider of advanced filtration systems and services that generate high performance carbon fuels including diesel, gasoline, biofuel, and jet fuel. The terms of the transaction include consideration of five million restricted Series B Preferred shares convertible into 50,000,000 common shares, an earn-out based on technology and revenue milestones for an additional five million restricted Series B Preferred shares over three years, ten million stock options to be issued to existing staff and new hires at strike prices and vesting schedules to be determined in the future, and a $1.5 million two-year convertible note (@ $0.05/common share) with $250,000 cash amortization in six months from closing and $250,000 cash amortization in twelve months from closing. $125,000 cash is due on closing, which is scheduled for April 16, 2024. We intend to form a wholly owned acquisition subsidiary which will incorporate the purchased assets and operate the business under “2050 Fuel” and/or “Fuel Drop”. The definitive agreement is included herein as Exhibit 10.1.
Item 9.01. Exhibits
| (10) | Exhibits. The following exhibit is filed with this Current Report on Form 8-K: |
| Exhibit No. | Description | |
| 10.1 | FOMO WORLDWIDE, INC. – EcoChem Alternative Fuels LLC Definitive Agreement – 04/01/2024 | |
| 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: April 2, 2024 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
| Chief Executive Officer | ||