UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

FORM 10-K/A
Amendment No. 1

(Mark One)

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2015

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period __________ to ______________,

Commission File No. 000-51134

________________

MMRGLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

33-0892797

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

4401 Wilshire Blvd., Suite 200,
LOS ANGELES, CALIFORNIA

 

90010

(Address of Principal Executive Offices)

 

(Zip Code)

(310) 476-7002
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

________________

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    ¨        No    x

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes    ¨        No    x

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    x        No    ¨

      Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes    x     No    ¨

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    ¨

Accelerated filer    ¨

Non-accelerated filer    ¨
(Do not check if a smaller reporting company)

Smaller reporting company    x

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    ¨        No    x

      As of June 30, 2015, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock was $5,899,029 based on 173,500,847 shares issued and outstanding on such date and a closing sales price for the registrant's common stock of $0.034 as reported on the OTC BB on such date.

      As of March 30, 2016, the registrant had 221,593,227 shares of common stock outstanding.

Explanatory Note

We are filing this Amendment No. 1 (the "Amendment") on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the "Original Filing") that was filed with the Securities and Exchange Commission on April 14, 2016, solely for the purpose of providing our Exhibit 101 - Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which was omitted in the Original Filing. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the original filing have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto. Except as described above, this Amendment does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to April 14, 2016.

PART IV

ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS SCHEDULES

(a) The following documents are filed as part of this annual report on Form 10-K:

(1) Consolidated Financial Statements.

Reference is made to the Index to Consolidated Financial Statements under Item 8 of Part II hereof and incorporating by reference pages F-1 through F-20 of the annual report on Form 10-K filed April 14, 2016.

(2) Financial Statement Schedules.

All other schedules are omitted because they are not applicable or the amounts are immaterial or the required information is presented in the financial statements and notes thereto.

(3) Exhibits.

The following exhibits are either filed herewith or incorporated herein by reference:

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Description

 

2.1

 

+ Agreement and Plan of Merger and Reorganization, dated as of November 8, 2008, by and among Favrille, Inc., Montana Merger Sub, Inc. and mymedicalrecords.com, Inc. (incorporated by reference to Exhibit 2.1 of the registrant's current report on Form 8-K filed on November 13, 2008)

 

2.2

 

Form of Voting Agreement, dated as of November 8, 2008, by and among Favrille, Inc. and certain stockholders of mymedicalrecords.com, Inc. (incorporated by reference to Exhibit 2.2 of the registrant's current report on Form 8-K filed on November 13, 2008)

 

3.1

 

Amended and Restated Certificate of Incorporation, as amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

3.2

 

Certificate of Amendment of Certificate of Incorporation of MMR Information Systems, Inc., dated as of July 10, 2009 (incorporated by reference to Exhibit 3.2 of the registrant's current report on Form 8-K filed on July 13, 2009)

 

3.3

 

Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.2 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

3.4

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, as amended, dated as of June 15, 2010 (incorporated by reference to Exhibit 3.1 of the registrant's current report on Form 8-K filed on June 18, 2010)

 

3.5

 

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the registrant's current report on Form 8-K filed on October 9, 2007)

 

3.7

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, as amended, dated as of June 22, 2012. (incorporated by reference to Exhibit 3.7 of the registrant's annual report on Form 10-K for the year ended December 31, 2012)

 

3.8

 

Certificate of Amendment of Certificate of Incorporation of MyMedicalRecords, Inc., dated as of February 19, 2015. (incorporated by reference to Exhibit 3.8 of the registrant's annual report on Form 10-K for the year ended December 31, 2014)

 

3.9

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of MMRGlobal, Inc., dated as of January 29, 2016 (incorporated by reference to Exhibit 3.1 of the registrant's current report on Form 8-K filed on February 8, 2016).

 

4.1

 

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to registrant's registration statement on Form S-1 (File No. 333-114299) filed on May 11, 2004)

 

4.2

 

Amended and Restated Investor Rights Agreement dated March 26, 2004 among the registrant and certain of its stockholders (incorporated by reference to Exhibit 4.2 to registrant's registration statement on Form S-1 (File No. 333-114299) filed on April 8, 2004)

Page 1

 

4.3

 

Amendment No. 1 to Amended and Restated Investor Rights Agreement dated April 6, 2004 among the registrant and certain of its stockholders (incorporated by reference to Exhibit 4.3 to registrant's registration statement on Form S-1 (File No. 333-114299) filed on April 8, 2004)

 

4.4

 

Securities Purchase Agreement dated March 6, 2006, by and among registrant and the individuals and entities identified on Exhibit A thereto (incorporated by reference to Exhibit 4.4 of the registrant's current report on Form 8-K filed on March 10, 2006)

 

4.5

 

Form of Warrant issued pursuant to the Securities Purchase Agreement dated March 6, 2006, by and among registrant and the individuals and entities identified on Exhibit A thereto (incorporated by reference to Exhibit 4.5 of the registrant's current report on Form 8-K filed on March 10, 2006)

 

4.6

 

Securities Purchase Agreement dated February 12, 2007, by and among registrant and certain investors (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 8-K filed on February 13, 2007)

 

4.7

 

Warrant to purchase 250,000 shares of common stock dated December 19, 2006 issued to Kingsbridge Capital Limited (incorporated by reference to Exhibit 4.1 of the registrant's current report on Form 8-K filed on December 20, 2006)

 

4.8

 

Registration Rights Agreement dated December 19, 2006, by and between registrant and Kingsbridge Capital Limited (incorporated by reference to Exhibit 4.2 of the registrant's current report on Form 8-K filed on December 20, 2006)

 

4.9

 

Amendment No. 1 to Registration Rights Agreement dated December 19, 2006, by and between registrant and Kingsbridge Capital Limited dated August 10, 2007 (incorporated by reference to Exhibit 4.11 of the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 2007)

 

4.10

 

Warrant to purchase 48,834 shares of common stock dated December 30, 2005 issued to General Electric Capital Corporation (incorporated by reference to Exhibit 4.6 of the registrant's annual report on Form 10-K for the year ended December 31, 2005)

 

4.11

 

Warrant to purchase 48,834 shares of common stock dated December 30, 2005 issued to Oxford Finance Corporation (incorporated by reference to Exhibit 4.7 of the registrant's annual report on Form 10-K for the year ended December 31, 2005)

 

4.12

 

Form of Warrant issued to investors in November 2007 registered direct offering (incorporated by reference to Exhibit 4.1 of the registrant's current report on Form 8-K filed on November 5, 2007)

 

4.13

 

Placement Agent Agreement dated November 2, 2007, by and between registrant and Lazard Capital Markets, LLC (incorporated by reference to Exhibit 1.1 of the registrant's current report on Form 8-K filed on November 5, 2007)

 

4.14

 

Warrant to purchase 10,000 shares of common stock dated April 8, 2008 issued to Porter Novelli Life Sciences, LLC (incorporated by reference to Exhibit 4.13 of the registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2008)

 

4.15

 

Form of Warrant issued pursuant to the Creditor Plan dated as of November 8, 2008 by and among registrant, mymedicalrecords.com, Inc. and Kershaw, Mackie & Co. as the administrative agent (incorporated by reference to Exhibit 4.15 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

10.1

 

**Amended and Restated 2001 Equity Incentive Plan and Form of Stock Option Agreement thereunder (incorporated by reference to Exhibit 10.2 to registrant's registration statement on Form S-1 (File No. 333-114299) filed on April 8, 2004)

 

10.2

 

** 2005 Non-Employee Directors' Stock Option Plan, as amended (incorporated by reference to Exhibit 10.4A of the registrant's annual report on Form 10-K for the year ended December 31, 2006)

 

10.3

 

**Form of Stock Option Agreement to the 2005 Non-Employee Directors' Stock Option Plan, as amended (incorporated by reference to Exhibit 10.3 to registrant's registration statement on Form S-1 (File No. 333-114299) filed on January 7, 2005)

 

10.4

 

**2005 Employee Stock Purchase Plan and Form of Offering Document thereunder (incorporated by reference to Exhibit 10.4 to registrant's registration statement on Form S-1 (File No. 333-114299) filed on January 7, 2005)

 

10.5

 

Creditor Plan dated as of November 8, 2008 by and among registrant, mymedicalrecords.com, Inc. and Kershaw, Mackie & Co. as the administrative agent. (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 8-K filed on November 13, 2008)

Page 2

 

10.9

 

Form of Indemnity Agreement for the registrant's directors and executive officers (incorporated by reference to Exhibit 10.9 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

10.10

 

**Employment Agreement dated as of January 27, 2009 by and among the registrant, MMR and Robert H. Lorsch (incorporated by reference to Exhibit 10.10 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

10.12

 

Amended and Restated Consulting Agreement dated as of January 27, 2009 by and between MMR and The RHL Group, Inc. (incorporated by reference to Exhibit 10.12 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

10.14

 

Marketing and Strategic Planning Agreement dated November 23, 2005 by and between MMR and Bernard Stolar (incorporated by reference to Exhibit 10.14 of the registrant's current report on Form 8-K filed on February 2, 2009)

 

10.18

 

Secured Credit Restructuring Agreement dated April 29, 2009, by and between the registrant, MMR, The RHL Group, Inc. and Robert H. Lorsch (incorporated by reference to Exhibit 10.2 of the registrant's current report on Form 8-K filed on May 4, 2009)

 

10.19

 

Guaranty dated April 29, 2009, made by the registrant in favor of The RHL Group, Inc. (incorporated by reference to Exhibit 10.3 of the registrant's current report on Form 8-K filed on May 4, 2009)

 

10.21

 

** Stock Option Agreement dated August 6, 2009, by and between MMR Information Systems, Inc. and Robert H. Lorsch (incorporated by reference to Exhibit 10.1 of the registrant's quarterly report on Form 10-Q filed on August 27, 2009)

 

10.22

 

Waiver Agreement, dated August 18, 2009, by and among MMR Information Systems, Inc., MyMedicalRecords, Inc., and The RHL Group, Inc. (incorporated by reference to Exhibit 10.2 of the registrant's quarterly report on Form 10-Q filed on August 27, 2009)

 

10.23

 

** Warrant dated August 18, 2009, issued by MMR Information Systems, Inc. in favor of Robert H. Lorsch (incorporated by reference to Exhibit 10.3 of the registrant's quarterly report on Form 10-Q filed on August 27, 2009)

 

10.24

 

Warrant dated August 18, 2009, issued by MMR Information Systems, Inc. in favor of The RHL Group, Inc. (incorporated by reference to Exhibit 10.4 of the registrant's quarterly report on Form 10-Q filed on August 27, 2009)

 

10.29

 

** Employment Agreement dated as of January 26, 2010 by and among MMR Information Systems and Ingrid Safranek. (incorporated by reference to Exhibit 10.29 of the registrant's annual report on Form 10-K for the year ended December 31, 2009)

 

10.30

 

** Amendment No. 1, dated March 5, 2010, to that Stock Option Agreement, dated August 6, 2009, by and between MMR Information Systems, Inc., and Robert H. Lorsch. (incorporated by reference to Exhibit 10.30 of the registrant's annual report on Form 10-K for the year ended December 31, 2009)

 

10.32

 

+ Non-Exclusive License Agreement dated December 21, 2010, by and between MMRGlobal, Inc. and Celgene Corporation. (incorporated by reference to Exhibit 10.32 of the registrant's annual report on Form 10-K for the year ended December 31, 2010)

 

10.34

 

**Employment Agreement dated as of December 15, 2010, by and between the Company and Ingrid Safranek. (incorporated by reference to Exhibit 10.33 of the registrant's annual report on Form 10-K for the year ended December 31, 2010)

 

10.36

Guaranty dated April 29, 2011, made by the registrant in favor of The RHL Group, Inc. (incorporated by reference to Exhibit 10.3 of the registrant's current report on Form 8-K filed on May 26, 2011)

 

10.37

+ Equipment Purchase Agreement, Effective as of July 11, 2011, by and between the Company and Eastman Kodak Company (incorporated by reference to Exhibit 10.1 of the registrant's quarterly report on Form 10-Q filed on August 15, 2011).

 

10.38

Settlement and Patent License Agreement, Effective as of December 9, 2011, by and between the Company and Surgery Center Management, LLC. (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 8-K filed on January 17, 2012)

 

10.39

**Employment Agreement dated as of December 23, 2011, by and between the Company and Richard Lagani. (incorporated by reference to Exhibit 10.39 of the registrant's annual report on Form 10-K for the year ended December 31, 2011)

Page 3

 

10.40

**Employment Agreement dated as of January 1, 2012 by and among the registrant, MMR and Robert H. Lorsch. (incorporated by reference to Exhibit 10.40 of the registrant's annual report on Form 10-K for the year ended December 31, 2011)

 

10.41

**Employment Agreement dated as of January 1, 2012 by and among the registrant, MMR and Rafael ("Ralph") Salazar. (incorporated by reference to Exhibit 10.41 of the registrant's annual report on Form 10-K for the year ended December 31, 2011)

 

10.42

**Amended Employment Agreement dated as of January 1, 2012 by and among the registrant, MMR and Ingrid Safranek. (incorporated by reference to Exhibit 10.42 of the registrant's annual report on Form 10-K for the year ended December 31, 2011)

 

10.43

 

**2011 Equity Incentive Plan and Form of Stock Option Agreement thereunder. (incorporated by reference to Exhibit 10.43 of the registrant's annual report on Form 10-K for the year ended December 31, 2011)

 

10.44

 

Investment Agreement, dated April 16, 2012, by and between the Company and Granite State Capital, LLC. (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 8-K filed on April 18, 2012)

 

10.45

 

Registration Rights Agreement, dated April 16, 2012, by and between the Company and Granite State Capital, LLC. (incorporated by reference to Exhibit 10.2 of the registrant's current report on Form 8-K filed on April 18, 2012)

 

10.47

 

First Amended Security Agreement dated June 26, 2012 by and between MMR and The RHL Group, Inc. (incorporated by reference to Exhibit 10.2 of the registrant's current report on Form 10-Q filed on August 14, 2012)

 

10.49

 

+ Reseller Agreement, dated September 27, 2012, by and between the Company and VisiInc, PLC (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 10-Q filed on November 14, 2012).

 

10.50

 

+ MMRPro Valued-Added Reseller Agreement dated September 27, 2012 by and between MMR and the Visilnc PLC Confidential portions omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 10-Q filed on May 15, 2013).

 

10.51

 

Eighth Amended and Restated Secured Promissory Note dated August 13, 2013 by and between MMR and The RHL Group, Inc (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 10-Q filed on August 14, 2013).

 

10.52

 

+ Settlement Agreement and Mutual Releases, dated February 28, 2014, by and between MyMedicalRecords, Inc. and Walgreen Co. (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 10-Q filed on May 15, 2014).

 

10.53

 

Ninth Amended and Restated Secured Promissory Note dated April 29, 2014 by and between MMR and The RHL Group, Inc (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 10-Q filed on August 14, 2014).

 

10.54

 

+ Patent License Agreement, dated June 30, 2014, by and between the Company and Salutopia, Inc. (incorporated by reference to Exhibit 10.2 of the registrant's current report on Form 10-Q filed on August 14, 2014).

 

10.55

 

+ Patent License Agreement, dated June 30, 2014, by and between the Company and Claydata Australia Pty Ltd (incorporated by reference to Exhibit 10.3 of the registrant's current report on Form 10-Q filed on August 14, 2014).

 

10.56

 

Tenth Amended and Restated Secured Promissory Note dated May 20, 2015 by and between MMR and the RHL Group, Inc. (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 10-Q filed on August 14, 2015).

 

16.1

 

Letter re: Change in Certifying Accountant. (incorporated by reference to Exhibit 16.1 of the registrant's current report on Form 8-K/A filed on January 5, 2010)

 

21.1

 

(1) Schedule of Subsidiaries

 

23.1

 

(1) Consent of Rose, Snyder & Jacobs LLP, Independent Registered Public Accounting Firm

 

24.1

 

(1) Power of Attorney (included in the signature pages hereof)

Page 4

 

31.1

 

* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

 

31.2

 

* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

 

32.1

 

* Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

 

32.1

 

* Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

 

101.INS

 

* XBRL Instance Document

 

101.SCH

 

* XBRL Taxonomy Extension Schema Document

 

101.CAL

 

* XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF

 

* XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB

 

* XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE

 

* XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

(1)

Previously filed on April 14, 2016 with the annual report on Form 10-K.

 

 

+

The Company has requested confidential treatment with respect to portions of this exhibit.

 

 

*

Filed herewith.

 

 

**

This exhibit is identified as a management contract or compensatory plan or arrangement pursuant to Item 15(a)(3) of Form 10-K.

 

 

Page 5

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 this 21 st day of April, 2016.

MMRGLOBAL, INC.

By : /s/ Robert H. Lorsch
Name: Robert H. Lorsch
Title: Chairman, President and Chief Executive Officer

 

 

 

 

 

Page 6