Amended Current Report Filing (8-k/a)
May 01 2023 - 6:55AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 3, 2023
FOMO
WORLDWIDE, INC.
(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.) |
831
W North Ave., Pittsburgh, PA 15233
(Address
of principal executive offices)
(630)
708-0750
(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© under the Exchange Act (17 CFR 240.13©(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 |
|
FOMC |
|
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) ☒
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
Background.
The
First Amendment to Form 8-K filed February 6, 2023 provides investors with the name of the acquisition target offering LMS and training
content to enterprises. The business is “Brookwood Media Arts, Inc.” @ https://www.brookwood.com/ operating out of the Greater
Philadelphia, PA area. A brief overview is included herein as Exhibit 10.2. We intend to provide additional information on the transaction
in an approved news disclosure and presentation materials this week as we move towards definitive agreement, though there can be no assurances.
FOMO
WORLDWIDE, INC. is referred to herein as “FOMO”, “we”, “us”, or the “Company”.
Item
8.01 Other Items.
FOMO
WORLDWIDE, INC. has signed a letter of intent (“LOI”) to acquire the assets of a USA-based learning management system (“LMS”)
and training content provider for $400,000, including $150,000 cash, $150,000 in Series B Preferred stock, and a $100,000 earn-out plus
incentive stock options for employees. Closing is targeted by May 31, 2023. The proposed transaction is expected to have hard dollar
(cost savings) and soft dollar (cross-selling) synergies with our existing businesses and planned acquisitions in the content, e-learning
and training markets. There can be no assurances that we will be able to obtain required financing and/or consummate the transaction.
Item
9.01. Exhibits
(a)
Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
*Previously filed under Form 8-K on February 6, 2023.
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:
May 1, 2023 |
By: |
/s/
Vikram Grover |
|
|
Vikram
Grover |
|
|
Chief
Executive Officer |
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