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): January 3, 2018 (December 28, 2017)
MoneyOnMobile, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Texas
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000-53997
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20-8592825
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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500 North Akard Street, Suite 2850, Dallas, Texas
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75201
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(214) 758-8600
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Copy to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Fl.New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company
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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.
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Item 2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangements.
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On December 28, 2017, MoneyOnMobile, Inc. (the “Company”) executed a first amendment to settlement agreement and release (the "Amendment"), which was made effective December 15, 2017, to modify the repayment terms of its promissory note payable to the note holder, HALL MOM LLC, which promissory note was originally issued on March 1, 2017 and was amended and restated in its entirely by issuance of an Amended and Restated Promissory Note dated December 15, 2017. The original and outstanding principal amount of the Note is $2,000,000 and bears the Note bears interest at 15% per annum. In connection with the Amendment and to secure the note holder's interest, the Company made a cash payment of $50,000 as a restructuring fee and $850,000 as a payment towards principal. Additionally, the Company agreed to make monthly installment payments of $100,000 to be applied to the principal amount due under the Note beginning February 1, 2018. The remaining balance matures on October 31, 2018.
The foregoing description of the terms of the Amendment and Note does not purport to be complete and is subject to, and qualified in its entirety by reference to the Amendment and Note, which is filed herewith as Exhibit 99.1 and Exhibit 99.2, and is incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
On or around January 3, 2017, the Company expects to issue a press release announcing the entry into the Amendment, the payment towards the Note referenced herein, and a payment against the outstanding principal of another outstanding promissory note.
The press release is expected to be released in substantially the form attached hereto as Exhibit 99.3.
In accordance with General Instruction B.2 of Form 8-K, the information and exhibit 99.3 attached hereto in this Section 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
Item 9.01
Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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First Amendment Agreement and Release
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99.2
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Amended and Restated Promissory Note
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99.3
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Press Release
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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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MONEYONMOBILE, INC.
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Date: January 3, 2018
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By:
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/s/ Scott S. Arey
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Scott S. Arey
Chief Financial Officer
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Exhibits
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Exhibit No.
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Description
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99.1
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First Amendment Agreement and Release
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99.2
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Amended and Restated Promissory Note
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99.3
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Press Release
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FIRST AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASE
This First Amendment to the Settlement Agreement and Release (this “Amendment”) is made and entered into as of this 15th day of December, 2017, by and between HALL MOM, LLC (“Hall”) and MoneyOnMobile, LLC f/k/a Calpian, Inc. (“MoneyOnMobile”). Hall and MoneyOnMobile are hereinafter sometimes collectively referred to as “the Parties” and singly as a “Party”.
WHEREAS, the Parties previously entered into a Settlement Agreement and Release (the “Settlement Agreement”) on or about March 1, 2017;
WHEREAS, the Parties hereby incorporate by reference as though fully restated herein all terms, consideration, duties, rights, obligations, conditions, releases, indemnifications, and recitations contained in the Settlement Agreement, except as expressly modified and amended herein; and
WHEREAS, the Parties agree to modify and amend the terms of the Settlement Agreement as set forth herein;
NOW, THEREFORE, for and in consideration of the mutual obligations and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following amendments, additions and modifications of the Settlement Agreement:
1. Restructuring Fee. MoneyOnMobile shall pay to Hall a restructuring fee in the amount of $50,000.00 for the restructuring of the Settlement Agreement (“Restructuring Fee”). Payment of the Restructuring Fee is fee is due to Hall no later than December 31, 2017.
2. Modification of Note. The Note referenced in paragraph 1(b) of the Settlement Agreement is modified to provide for a payment in the amount of $850,000.00 on or before December 31, 2017. The remaining balance due under the Note shall be paid in monthly installments of $100,000.00 per month commencing on February 1, 2018, with the maturity date of
the Note extending to October 31, 2018 and all remaining principal and interest being due on such date. In the event that MoneyonMobile closes a financing after December 31, 2017. resulting in proceeds of five million dollars ($5,000,000.00) or more, the maturity date of the Note shall be immediately accelerated so that the entire balance of the Note shall be immediately due and payable. All other terms of the Note shall remain in full force and effect.
3. Agreed Final Judgment. Paragraph 3 of the Settlement Agreement is revised to provide that the Agreed Final Judgment shall be held by Gardere Wynne Sewell, LLP, Hall’s new counsel, instead of Coast Rose P.C.
4. Forbearance. Paragraph 4 of the Settlement Agreement is revised to insert October 31, 2018 in place of December 31, 2017.
5. Legal Fees. MoneyOnMobile shall pay to Hall all legal fees incurred by Hall attributed to documenting the amendment of the Settlement Agreement and the Note which fees shall be due upon execution of the amendments.
6. This Amendment only affects those provisions of the Settlement Agreement as set forth in the foregoing paragraphs of this Amendment. All other terms, consideration, duties, rights, obligations, conditions, releases, indemnifications, and recitations contained in the Settlement Agreement shall remain in full force and effect and those terms, consideration, duties, rights, obligations, releases, indemnifications, and recitations are re-affirmed and acknowledged by the execution of this Amendment.
[SIGNATURE PAGE FOLLOWS]
HALL MOM, LLC
By:
/s/ Donald L. Braun
Donald L. Braun, President
Date: December 28, 2017
MoneyOnMobile, Inc.
By:
/s/ Harold Montgomery
Harold Montgomery, President
Date: December 26, 2017
AMENDED AND RESTATED PROMISSORY NOTE
$2,000,000.00
December 15, 2017
FOR VALUE RECEIVED,
MONEYONMOBILE, INC.
, a Texas corporation (
“Maker” or “MoneyOnMobile”
), does hereby promise to pay to the order of
HALL MOM, LLC
, a Texas limited liability company (
“Payee” or “Hall”
), at its office, 2323 Ross Ave, Ste. 200, Dallas, Texas 75201, or at such other place as the holder hereof may from time to time designate in writing, in lawful money of the United States, the principal sum of TWO MILLION AND NO/100THS DOLLARS ($2,000,000.00) or so much of such sum as may be outstanding, with interest thereon as provided in this Note.
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1.
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Certain Definitions
. For the purposes hereof, the terms set forth below shall have the following meanings:
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a.
“
Applicable Law
” shall mean (i) the laws of the United States of America applicable to contracts made or performed in the State of Texas, now or at any time hereafter prescribing maximum rates of interest or eliminating maximum rates of interest on loans and extensions of credit, (ii) the laws of the State of Texas, as the same may be amended from time to time, now or at any time hereafter prescribing or eliminating maximum rates of interest on loans and extensions of credit, and (iii) any other laws at any time applicable to contracts made or performed in the State of Texas which permit a higher interest rate ceiling hereunder.
b.
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Base Rate
” shall mean ten percent (10%) per annum for the period March 1, 2017, through May 31, 2017, and fifteen percent (15%) per annum thereafter.
c.
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Maturity Date
” shall mean the earlier of (1) October 31, 2018, or (2) the date that Maker closes a financing resulting in proceeds of five million dollars ($5,000,000.00) or more.
d.
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Highest Lawful Rate
” shall mean at the particular time in question the lesser of (i) eighteen percent (18%) per annum or, (ii) the maximum rate of interest which, under Applicable Law, Payee is then permitted to charge Maker in regard to the loan evidenced by this Note. If the maximum rate of interest which, under Applicable Law, Payee is permitted to charge Maker in regard to the loan evidenced by this Note shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, from time to time as of the effective date of each change in the Highest Lawful Rate without notice to Maker.
2.
Calculation and Payment of Principal and Interest.
a.
A principal payment in the amount of $850,000.00 shall be payable on or before December 31, 2017.
b.
The remaining balance of this Note shall be paid in monthly installments of $100,000 each month commencing on February 1, 2018, and continuing on the first day of each month thereafter.
b.
Interest on this Note shall accrue at the Base Rate monthly in arrears on the third (3rd) day of each calendar month, commencing on April 1, 2017, and continuing regularly thereafter until the Maturity Date. All unpaid principal and accrued but unpaid interest shall be due and payable in full on the Maturity Date.
c.
Interest on this Note shall be calculated at the Base Rate on the number of days actually elapsed, but computed as though each year consisted of 360 days.
d.
If the date for any payment or prepayment hereunder falls on a day which is a Saturday, Sunday, or legal holiday in the State of Texas, then for all purposes of this Note, the same shall be deemed to have fallen on the next following day, and such extension of time shall in such case be included in the calculation of interest.
e.
All payments on this Note pursuant to this paragraph 2 shall be applied first to the payment of any accrued and unpaid Late Charge, as hereinafter defined, then to accrued and unpaid interest and then to the payment of principal; provided, however, if an Event of Default, as hereinafter defined, has occurred and is continuing, payments on this Note shall be applied as Payee shall elect, in Payee’s sole discretion.
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3.
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Prepayment
. Maker may prepay all or any part of the principal balance of this Note upon ten (10) days prior written notice to Payee.
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4.
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Waiver
. Maker and all sureties, endorsers, accommodation parties, guarantors and other parties now or hereafter liable for the payment of this Note, in whole or in part, hereby severally (i) except as otherwise specifically set forth in this Note, waive demand, notice of demand, presentment for payment, notice of nonpayment, notice of default, protest, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor and all other notices, and further waive diligence in collecting this Note, in taking action to collect this Note, in bringing suit to collect this Note, or in enforcing this Note or any of the security for this Note; (ii) agree to any substitution, subordination, exchange or release of any security for this Note or the release of any party primarily or secondarily liable for the payment of this Note; (iii) agree that Payee shall not be required to first institute suit or exhaust its remedies hereon against Maker or others liable or to become liable for the payment of this Note or to enforce its rights against any security for the payment of this Note; and (iv) consent to any extension of time for the payment of this Note, or any installment hereof, made by agreement by Payee with any person now or hereafter liable for the payment of this Note, even if Maker is not a party to such agreement.
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a.
Upon the happening of any of the following events (each an “Event of Default”), Payee may, at its option, by written notice thereof to Maker, declare immediately due and payable the entire principal balance of this Note together with all interest accrued and owing hereon, plus any other sums payable at the time of such declaration pursuant to this Note, or any instrument securing this Note, including, without limitation, the Deed of Trust. Events of Default include the following:
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i.
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Maker fails to pay any installment of principal and/or interest due under Note as and when same becomes due and payable in accordance with the terms hereof or any other obligation of Maker to Payee involving the payment of money,
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ii.
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The entry of a judgment in favor of any party other than Payee against Maker,
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iii.
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Any action to enforce or execute on a lien against MoneyOnMobile’s assets
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or property by any party other than Hall,
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iv.
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Maker becomes the subject of a voluntary or involuntary bankruptcy proceeding, or if a receiver is appointed over any of their property, or
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v.
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Maker fails to keep or observe any other promise or covenant herein.
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b.
The failure to exercise the foregoing option upon the happening of one or more Events of Default shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time, and no such failure shall nullify any prior exercise of any such option without the express written consent of Payee.
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6.
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Default Interest; Late Charge
. If any installment of principal and/or interest is not paid on or before the due date thereof or if the entire unpaid principal balance and accrued but unpaid interest is not paid on or before the earlier to occur of the (i) Maturity Date, or, (ii) any accelerated maturity date as permitted hereby, all unpaid amounts of this Note, including principal and interest, shall thereafter bear interest at a rate of interest (the “Default Rate”) equal to the Highest Lawful Rate; provided, however, that the obligation to pay such interest is subject to the limitation contained in the following paragraph. Without limitation of the rights of Payee if a payment is not paid on the due date thereof and without limitation of the obligation of Maker to pay such payments on the due dates thereof, at the option of Payee, Maker will pay a late charge (the “Late Charge”) as required by Payee, not exceeding five percent (5%) of any installment of principal and/or interest that is not paid on or before the 3rd day of the month in which it is due to cover the extra expenses involved in handling delinquent payments, subject to the limitation contained in the following paragraph.
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7.
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Compliance with Law
. All agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the Maturity Date, or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to Payee in regard to the loan evidenced by this Note exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to Payee in excess of the maximum amount permissible under Applicable Law, the interest payable to Payee shall be reduced to the maximum amount permissible under Applicable Law; and if from any circumstance Payee shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum amount permissible under Applicable Law, an amount equal to the excessive interest shall be applied to the reduction of the principal hereof and not to the payment of interest, or if such excessive amount of interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to Maker. All interest paid or agreed to be paid to Payee shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full period (including any renewal or extension) until payment in full of the principal so that the interest hereon for such full period shall not exceed the maximum amount permissible under Applicable Law. Payee expressly disavows any intent to contract for, charge or receive interest in an amount which exceeds the maximum amount permissible under Applicable Law. This paragraph shall control all agreements between Maker and Payee.
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8.
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Attorney’s Fees and Costs
. If an Event of Default shall occur, and in the event that thereafter this Note is placed in the hands of an attorney for collection, or in the event this Note is collected in whole or in part through legal proceedings of any nature, then and in any such case Maker promises to pay, and there shall be added to the unpaid principal balance hereof, all reasonable costs of collection, including, but not limited to, reasonable attorney’s fees incurred by the holder hereof, on account of
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such collection, whether or not suit is filed.
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9.
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Cumulative Rights
. No delay on the part of the holder of this Note in the exercise of any power or right under this Note or under any other instrument executed pursuant hereto shall operate as a waiver thereof, nor shall a single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right. Enforcement by the holder of this Note of any security for the payment hereof shall not constitute any election by it of remedies so as to preclude the exercise of any other remedy available to it.
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10.
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Headings
. The paragraph headings used in this Note are for convenience of reference only, and shall not affect the meaning or interpretation of this Note.
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11.
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Notices
. All notices, objections, and approvals referred to in this Note must be given in writing and will be effective on the sooner of the following: (1) the day the notice is actually received at the address of the addressee thereof after being sent by overnight delivery such as Federal Express or having been personally hand delivered by the sender; (ii) three days after the notice has been deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, and properly addressed to the party to receive said notice, or (iii) the day the notice is sent to the addressee by telecopier, facsimile or similar transmitting machine, as the case may be, with machine-generated evidence of such delivery. The notice addresses of the parties will be those specified below until further notice:
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MoneyOnMobile, Inc.
500 N. Akard, Suite 2850
Dallas, Texas 75201
Attention: Harold Montgomery
HALL MOM, LLC
2323 Ross Ave, Ste. 200
Dallas, Texas 75201
Attn: Bryan Tolbert
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13.
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Governing Law
. This Note shall be deemed to have been executed and shall be performed in the State of Texas and this Note and the Loan Documents shall be governed by its laws except to the extent the laws of the State in which the collateral granted under the Loan Documents (“Collateral”) is located affect enforceability of the liens granted in the Loan Documents. Maker irrevocably agrees that subject to Payee’s sole and absolute elected, Payee may bring suit, action, or other legal proceedings arising out of the Loan Documents in courts located in Texas or the State in which the Collateral is located, whether local, state, or federal. Maker hereby submits to the jurisdiction of such court(s) and waives any right maker may have to request a change of venue or a removal to another court.
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14.
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Successors and Assigns.
The term “Payee” shall include all of Payee’s successors and assigns to whom the benefits of this Note shall inure.
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[Signature page follows]
MAKER
MONEYONMOBILE, INC.
a Texas corporation
By:
/s/ Harold Montgomery
Harold Montgomery, Chief Executive Officer
MoneyOnMobile Announces Restructure of $2.675 million in Debt
Debt restructure provides immediate financial flexibility
DALLAS and MUMBAI, INDIA - (January 3rd, 2018) -
MoneyOnMobile, Inc. (OTCQB: MOMT) announced today the restructuring of $2.675 million in outstanding promissory notes and relating interest obligations.
The Company’s $2.0 million debt obligation to Hall MOM, LLC, originally due December 31, 2017, has been amended effective December 15, 2017. In connection with the amendment, the Company made an $850,000 principal payment on December 28, 2017. The remainder of the obligation will be paid in monthly installments beginning in February 2018 with final balance due by October 31, 2018.
Additionally, the Company’s $675,000 debt obligation to eVance Processing Inc., originally due November 30, 2017, has been amended. In connection with the amendment, the Company made a $200,000 principal payment on December 27, 2017. The remainder of the obligation will be paid in monthly installments beginning in January 2018 with final balance due by June 30, 2018.
Details of the Hall MOM deal can be found in the 8k filing.
Details of the eVance Processing deal can be found in the 8k filing here:
http://bit.ly/eVanceMOMT
# # #
About MoneyOnMobile, Inc.
MoneyOnMobile, Inc. is a global mobile payments technology and processing company offering mobile payment services through its Indian subsidiary. MoneyOnMobile enables Indian consumers to use mobile phones to pay for goods and services or transfer funds from one cell phone to another. It can be used as simple SMS text functionality or through the MoneyOnMobile application or internet site. MoneyOnMobile has more than 350,000 retail locations throughout India.
Safe Harbor Statement
This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed on July 6, 2017. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Web site:
www.MoneyOnMobile.in
Twitter:
https://twitter.com/MoneyOnMobile
Facebook:
https://www.facebook.com/MoneyOnMobile
LinkedIn:
https://www.linkedin.com/company/moneyonmobile
YouTube:
https://www.youtube.com/channel/UCxqO4N1z9acnQmEysjqfBaQ
Media Contact:
Greg Allbright
Head of Global Communications
Dallas, Texas
+1 (214) 208-0923
Investor Relations:
Integra Consulting Group, LLC
Jeremy G. Roe, Founder, Managing Partner
+1 (925) 262-8305
jeremy@integracg.net
