Form 8-K - Current report

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): October 2, 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(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		FOMC		OTC Pink Current

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 ☐

FOMO WORLDWIDE, INC. is referred to in this Current Report on Form 8-K as “FOMO,” the “Company,” “we,” or “us.”

Item 8.01 Other Events.

On October 2, 2023, we issued a press release updating investors on five corporate actions filed with FINRA over the past four months, including Rule 15c2-11 response, ticker change, name change, redomicile, and a 1-100 reverse split. The press release is included herein as Exhibit 99.1.

Item 9.01. Exhibits

(a) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.		Description
99.1		FOMO WORLDWIDE, INC. Press Release – October 2, 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: October 2, 2023	By:	/s/ Vikram Grover
		Vikram Grover

Exhibit 99.1

FOMO WORLDWIDE SUBMITS 15c2-11 RESPONSE TO FINRA; NEARS COMPLETION OF CORPORATE ACTIONS TO REGAIN MARKET MAKERS to improve LIQUIDITY AND TRANSPARENCY FOR INVESTORS

Pittsburgh, PA, October 2, 2023 – FOMO WORLDWIDE, INC. (OTC: FOMC) reports that after nearly four months, through a FINRA brokerage firm, the Company has responded to FINRA’s Compliance Unit comments regarding its Rule 15c2-11 process. SEC Rule 15c2-11 requires market makers to review basic issuer information prior to publishing quotations for that issuer’s securities. Market makers must have a reasonable basis for believing that the information is accurate and from reliable sources. Because of the Company’s SEC reporting delinquency from June 30, 2022 through mid-January 2023, the Company lost solicited quotes for its common shares making them untradeable for many investors. FOMO WORLDWIDE thereafter underwent a rigorous review of the accuracy of its SEC filings, had to prove the accuracy and transparency of its share issuances, provide backup and documentation to corporate actions, and confirm the accuracy of Company statements to investors, the media, and regulators including documenting statements in presentation materials. With the Rule 15c2-11 response submission to FINRA, management believes FOMO WORLDWIDE is in the final stages of restoring solicited quotations for the Company’s common stock and regaining market makers.

Further, following an April 30, 2023 majority shareholder vote, FOMO WORLDWIDE filed four corporate actions with FINRA’s Corporate Actions group, including finalizing its name change already completed in the State of California, redomiciling to Wyoming from California to reduce expenses and costs, changing its ticker to a proposed “IGOT” to reduce investor confusion, and completing a reverse split of common shares on a 1-100 basis. An information notification 14C filing was mailed to shareholders as per SEC requirements on July 24, 2023 and has since far surpassed the 20-day waiting period. The Company submitted extensive documentation to FINRA in response to roughly two dozen comments, including notarized proof of shareholder and Board resolutions, vote count accuracy by FOMO WORLDWIDE’s majority shareholder, explanation of share issuances and warrant/stock option positions, CUSIP change and CUSIP domicile change preparation, Amended Articles filed for FOMO CORP. (Wyoming) changing its name to FOMO WORLDWIDE, INC. in preparation for a short-form merger with FOMO WORLDWIDE, INC. (California), and other supporting documents.

Upon completion of the above corporate actions and subject to any required trading periods above threshold levels, management intends to apply to uplist the Company’s common shares to the OTC QB market, which typically improves trading liquidity and provides issuers access to a broader array of investors unable to purchase shares on the OTC Pink market. None of the above corporate actions have been approved by FINRA and there is no assurance that FINRA will approve them at any time. FINRA has no deadline to its review process and may request additional information from the Company, thereby potentially delaying completion of any or all of the corporate actions.

The FINRA review process(es) follow(s) on the heels of FOMO WORLDWIDE regaining SEC reporting current status with a PCAOB audited Form 10-K filed on or around April 17, 2023, followed by filed Forms 10-Q for the three month periods ended March 31, 2023 and June 30, 2023. To provide further transparency to investors, management intends to provide an operational update for FOMO WORLDWIDE and its subsidiaries over the next several business days.

About FOMO WORLDWIDE, INC.

FOMO WORLDWIDE, INC. (US OTC: FOMC) (www.fomoworldwide.com) is a publicly traded company focused on business incubation and acceleration. The Company invests in and advises emerging companies aligned with a growth mandate. FOMO is developing direct investment and affiliations - majority- and minority-owned as well as in joint venture formats - that afford targets access to the public markets for expansion capital as well as spin-out options to become their own stand-alone public companies.

Forward Looking Statements

Statements in this press release about our future expectations, including without limitation, the likelihood that FOMO WORLDWIDE, INC. will be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to FOMO’s stockholders, and leverage capital markets to execute its growth strategy, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law. FOMO’s business strategy described in this press release is subject to innumerable risks, most significantly, whether the Company is successful in securing adequate financing. Additionally, although the Company has announced letters of intent to acquire additional companies, there is absolutely no assurances that any such transactions will result in a completed acquisition. No information in this press release should be construed in any form, shape, or manner as an indication of the Company’s future revenues, financial condition, or stock price.

Investor Contact

Investor Relations

(630) 708-0750
IR@fomoworldwide.com

Cover	Oct. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 02, 2023
Entity File Number	001-13126
Entity Registrant Name	FOMO WORLDWIDE, INC.
Entity Central Index Key	0000867028
Entity Tax Identification Number	83-3889101
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	831 W North Ave.
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15233
City Area Code	(630)
Local Phone Number	708-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	FOMC
Entity Emerging Growth Company	false