Current Report Filing (8-k)
May 02 2022 - 6:14AM
Edgar (US Regulatory)
0000867028
false
0000867028
2022-04-29
2022-04-29
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xbrli:shares
iso4217:USD
xbrli:shares
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): April 29, 2022
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) |
|
|
☐ |
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 |
None |
|
|
|
|
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
CORP. is referred to herein as “FOMO,” the “Company,” “we,” or “us.”
Item
1.01 Entry into a Material Definitive Agreement.
On
April 29 2022, FOMO and a third-party lender, GS Capital Partners, LLC (“GS Capital”) executed an exchange of a $325,000
principal amount 10% convertible promissory note issued by the Company to GS Capital on October 19, 2021 (the “Original Note”)
for a $341,205.48 principal amount 10% convertible promissory note dated April 19, 2022 (the “Exchange Note”). The Exchange
Note provides for interest to accrue at the rate of 10% per annum and with principal and accrued interest due and payable on October
19, 2022. The Exchange Note is convertible at the option of GS Capital, into shares of FOMO’s common stock at any time prior to
maturity, at a conversion rate equal to 60% of the lowest trading price of the Company’s common stock for the 20 trading days prior
to the date of conversion, as reported by OTC Markets Group, Inc.
The
above description of the Exchange Note is only a summary and is qualified in its entirety by reference to the copy of the Exchange Note
documents filed as Exhibit 10.1 to this Report.
Item
3.02 Unregistered Sale of Equity Securities.
The
disclosure set forth in Item 1.01 Entry into a Material Agreement in this Report is incorporated into this Item 3.02 by reference.
Item
9.01. Exhibits
(d)
Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
*
Filed as an Exhibit to the Company’s Current Report on Form 8-K dated October 22, 2021 and incorporated herein 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.
|
FOMO
CORP. |
|
|
Date:
April 29, 2022 |
By:
|
/s/
Vikram Grover |
|
|
Vikram
Grover |
|
|
Chief
Executive Officer |
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