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): December 15, 2023

 

MGO Global Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

001-41592

87-3929852

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

1515 SE 17th Street, Suite 121/#460236

Fort Lauderdale, Florida

33346

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (347) 913-3316

 

N/A

(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:

 

☐

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 Stock, $0.00001 par value

 

MGOL

 

The Nasdaq Stock Market LLC

 

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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Director

 

On December 15, 2023, Salima Popatia (“Ms. Popatia”) resigned as a member of the board of directors (the “Board”), as the chairperson of the Nominating and Corporate Governance Committee of the Board and a member of the Compensation Committee of the Board of MGO Global Inc., a Delaware corporation (the “Company”), with such resignation becoming effective December 15, 2023 (the “Separation Date”). Ms. Popatia did not resign from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On the Separation Date, the Board approved the acceleration of the vesting date of 6,667 restrictive stock units granted to her by revising the vesting date to December 15, 2023. The Board also approved the payment of a prorated cash payment of $9,800 to Ms. Popatia, to be paid on December 15, 2023 (or as soon as practicable thereafter), in consideration of her services as a Board member, a chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee for the period beginning October 1, 2023 and ending on the Separation Date.

 

(d) Appointment of Director

 

On December 18, 2023, the Board elected Jeffrey Lerner as a member of the Board. The Board assessed the independence of Mr. Lerner under the independence standards under Nasdaq rules and has determined that Mr. Lerner is independent. Mr. Lerner will serve as a director until the Company’s 2024 annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal.

 

In addition, Mr. Lerner was appointed as a chairperson of the Nominating and Corporate Governance Committee, and as a member of the Compensation Committee.

 

In connection with his appointment, the Company entered into a director agreement with Mr. Lerner filed hereto as Exhibit 10.1 and a Confidentiality Agreement, filed hereto as Exhibit 10.2. Mr. Lerner is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Lerner and any other persons pursuant to which he was selected as a Director. Mr. Lerner will receive an annual retainer of $35,000 paid in equal quarterly amounts as his base compensation for serving as a director of the Board, an annual retainer of $8,000 paid in equal quarterly amounts for serving as a Chairperson of the Nominating and Corporate Governance Committee and an annual retainer of $6,000 paid in equal quarterly amounts for serving as a member of the Compensation Committee. In addition, he was granted 20,000 restricted stock units which shall vest in equal annual installments over three years on the anniversary of the grant date, subject to his continued service as a Director through each applicable vesting date.

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

10.1

 

Director Agreement between MGO Global Inc. and Jeffrey Lerner dated December 18, 2023

10.2

 

Confidentiality Agreement between MGO Global Inc and Jeffrey Lerner dated December 18, 2023

104

 

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

2

 

 

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. 

 

Date: December 21, 2023

MGO Global Inc. 

 

 

 

 

 

By: 

/s/ Maximiliano Ojeda

 

 

Name: 

Maximiliano Ojeda

 

 

Title: 

Chief Executive Officer

 

 

 

3

 

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Cover
Dec. 15, 2023
Cover [Abstract]  
Entity Registrant Name MGO Global Inc.
Entity Central Index Key 0001902794
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Dec. 15, 2023
Entity Ex Transition Period false
Entity File Number 001-41592
Entity Incorporation State Country Code DE
Entity Tax Identification Number 87-3929852
Entity Address Address Line 1 1515 SE 17th Street
Entity Address Address Line 2 Suite 121/#460236
Entity Address City Or Town Fort Lauderdale
Entity Address State Or Province FL
Entity Address Postal Zip Code 33346
City Area Code 347
Local Phone Number 913-3316
Security 12b Title Common Stock, $0.00001 par value
Trading Symbol MGOL
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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