Amended Current Report Filing (8-k/a)
30 March 2023 - 5:14AM
Edgar (US Regulatory)
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2022-11-07
2022-11-07
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
Amendment
No. 3
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)
california |
|
001-13126 |
|
83-3889101 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
831
W North Ave., Pittsburgh, PA 15233
(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):
☐ |
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 ☐
Background.
This
Fourth Amendment to Form 8-K filed November 10, 2022 confirms the acceptance and cancellation by our transfer agent, VStock Transfer
LLC, of one million Series B Preferred shares held by Mitchell Schwartz, founder and CEO of our SMARTSolution Technologies LP subsidiary,
as part of an exchange and settlement of prior loans to us and accrued compensation owed by us to him for a three-year non-dilutive compensation
package as he transitions to the role of Brand Ambassador of education products. The action, which required a medallion signature guarantee
for authentication, reduces our Series B Preferred shares outstanding by one million and diluted shares outstanding by one billion.
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:
*Incorporated
by reference to Form 8-K and Form 8-K Amendments 1 and 2 previously filed with EDGAR. |
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
WORLDWIDE, INC. |
|
|
Date:
March 29, 2023 |
By:
|
/s/
Vikram Grover |
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