Amended Current Report Filing (8-k/a)
January 11 2021 - 05:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 10,
2021
FOMO
CORP.
(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.)
|
1 E
Erie St, Ste 525 Unit #2250, Chicago, IL 60611
(Address
of principal executive offices)
(630)
286-9560
(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) |
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|
[ ] |
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 |
|
ETFM |
|
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) [X]
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 [X]
FOMO
CORP. is referred to herein as “we”, “us”, or “us”
Background
On
January 11, 2021, FOMO CORP. published a Form 8-K to notify
investors that the Company agreed to acquire Ecolite Holdings LLC.
The filing incorrectly indicated approval of the transaction by the
Board of Directors of Independence LED Lighting LLC (“ILED”). The
Board of Directors of FOMO CORP. approved the transaction prior to
signing.
ITEM
8.01 Other Events
On January 10, 2021, FOMO CORP. (“FOMO”) offered to purchase 100%
of the Member Interests of Ecolite Holdings LLC (“Ecolite”;
https://www.ecoliteled.com) for the following consideration: 1)
2,549,383 Restricted 1% Series B Preferred Shares, 2) $2,000,000
cash, 3) $750,000 two-year 8% redeemable seller note, 4) a
three-year earn-out of annual profits greater than $960,000, and 5)
stock option grants to key employees in admin and sales/marketing.
Estimated cash of $750,000 on Ecolite’s books will remain on the
balance sheet at closing to fund operations as a wholly owned
subsidiary of FOMO. Ecolite is an entity controlled by John Kelly,
a FOMO Advisory Board member and owner of PPE Source International
LLC (“PPESI”), a business partner of FOMO’s wholly owned subsidiary
Purge Virus LLC (“PV”). Ecolite’s unaudited revenues and net income
of $1.58 million / $80K in 2019A are projected to grow to $4.27
million / $767K in 2020E and $5.34 million / $959K in 2021E.
Management believes Ecolite, together with the recently announced
acquisition target Independence LED Lighting, LLC (“ILED”) which is
expected to be folded into Ecolite, will enhance FOMO’s prospects
to serve the smart/clean buildings market in the United States
under the incoming Biden Administration. The letter of intent (LOI)
was approved by FOMO’s Board of Directors and executed by John
Kelly and FOMO’s CEO on January 10, 2021.
Item 9.01. Exhibits
(a)
Exhibits. The following exhibit is incorporated by reference with
this Current Report on Form 8-K:
*Incorporated
by reference.
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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FOMO
CORP. |
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Date:
January 12, 2021 |
By: |
/s/
Vikram Grover |
|
|
Vikram
Grover |
|
|
Chief
Executive Officer |