Current Report Filing (8-k)
May 18 2018 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
May 12, 2018
Ominto, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
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001-37639
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13-4067623
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1515 S. Federal Highway, Suite 307, Boca Raton, FL
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33432
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code
(561) 362-2393
(Former name or former 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 1 4a- 12 under
the Exchange Act (17 CFR 240.1 4a- 12)
☐ Pre-commencement communications pursuant to Rule 1
4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
☐ Pre-commencement communications pursuant to Rule 1
3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 12, 2018, Gregory J. Newell amicably
resigned from the Board of Directors (the “Board”) of Ominto, Inc., a Nevada corporation (the “Company”). Mr.
Newell was a member of the Board’s audit committee and compensation committee. Mr. Newell’s resignation
did not result from any disagreement with us concerning any matter relating to the Company’s operations, policies or practices.
On May 13, 2018, Jaye Connolly-LaBelle amicably
resigned from the Board. Ms. Connolly-LaBelle was a member of the Board’s audit committee (Chair) and nominating
and corporate governance committee. Ms. Connolly-LaBelle’s resignation did not result from any disagreement with
us concerning any matter relating to the Company’s operations, policies or practices.
On May 13, 2018, Peter H. Harris amicably resigned
from the Board. Mr. Harris was a member of the Board’s audit committee and compensation committee (Chair). Mr.
Harris’ resignation did not result from any disagreement with us concerning any matter relating to the Company’s operations,
policies or practices.
On May 13, 2018, Gary S. Baughman amicably
resigned from the Board. Mr. Baughman was a member of the Board’s audit committee, nominating and corporate
governance committee (Chair) and compensation committee. Mr. Baughman’s resignation did not result from any
disagreement with us concerning any matter relating to the Company’s operations, policies or practices.
On May 13, 2018, Mitchell C. Hill amicably
resigned from the Board. Mr. Hill was an Executive Director of the Company. Mr. Hill’s resignation
did not result from any disagreement with us concerning any matter relating to the Company’s operations, policies or practices.
Item 7.01
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Regulation FD Disclosure.
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On May 18, 2018, the Company issued a press
release announcing the resignations of
Mr. Hill, Mr. Newell, Ms. Connolly-LaBelle, Mr. Harris
and Mr. Baughman
. A copy of the press release is furnished as Exhibit 99.1 to this Report.
In accordance with
General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
1
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.
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OMINTO, INC.
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Date: May 18, 2018
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By:
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/s/ Jim Spielman
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Name: Jim Spielman
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Title: Chief Financial Officer
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