FOMC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2022

FOMO WORLDWIDE, INC.

(Exact name of Registrant as specified in its Charter)

1 E Erie St, Ste 525 Unit #2250, Chicago, IL 60611

(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):

Securities registered pursuant to Section 12(b) of the Act:

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.

This Second Amendment to Form 8-K filed November 10, 2022 references a binding Settlement Agreement to assign a $100,000 real estate loan made by SST to an affiliate to Mitchell Schwartz, recognizing a 1.5% override of $139,000 on 2021 signed purchase orders as per our purchase agreement with SMARTSolution Technologies L.P. of $139,000, accruing compensation due to Mitchell Schwartz of $19,230 through February 28, 2023, and the exchange of a $100,000 three-year note for one million Series B Preferred shares held by Mitchell Schwartz (that would have been convertible into one billion common shares). The total payable amount of $284,480 will straight amortize over 36 months and has no conversion option into common stock or other equity consideration. The Settlement Agreement is attached herein as Exhibit 10.1 and the Real Estate Loan Assignment to Mr. Schwartz is attached herein as Exhibit 10.2.

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

Item 1.01 Entry into a Material Definitive Agreement

We have entered into a binding Settlement Agreement assigning a $100,000 real estate loan and its success fees and expenses to Mitchell Schwartz, recognizing a 1.5% override of $139,000 on 2021 signed purchase orders as per our purchase agreement with SMARTSolution Technologies L.P., accruing compensation due to Mitchell Schwartz of $19,230 through February 28, 2023, and the exchange of a $100,000 three-year payment obligation for one million Series B Preferred shares held by Mitchell Schwartz (that would have been convertible into one billion common shares). The total payable amount of $284,480 will straight amortize over 36 months as accrued liability and has no conversion option into common stock or other equity consideration. The Settlement Agreement is attached herein as Exhibit 10.1 and previously completed Real Estate Loan Assignment to Mr. Schwartz is attached herein as Exhibit 10.2.

Item 9.01. Exhibits

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

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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