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): April 25, 2018 (April 20, 2018)
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 20, 2018, MoneyOnMobile, Inc., a Texas corporation (the “Company”), filed a certificate of amendment (the “Amendment”) with the Texas Secretary of State to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) with an effective date of April 24, 2018 (the “Effective Time”).
At the Effective Time, each 20 shares of the Company’s common stock issued and outstanding were converted and reclassified into 1 share of the Company’s common stock. No fractional shares of the Company’s common stock were issued in connection with this Reverse Stock Split. Shareholders who would otherwise be entitled to a fractional share will instead receive a new certificate rounding up their fractional share to the next nearest full share.
Upon the commencement of trading on April 25th, 2018, the Company's symbol on the OTCQB marketplace changed to "MOMTD" for a period of 20 business days, after which the "D" will be removed from the Company's trading symbol, which will revert to the original symbol of "MOMT". In connection with the Reverse Stock Split, the CUSIP number for the common stock has been changed to 60937K206.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure
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On April 24, 2018, the Company issued a press release announcing the completion of the Reverse Split. The press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information and exhibits 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
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment
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99.1
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Press Release Reverse Share Split
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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: April 25, 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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3.1
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Certificate of Amendment
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99.1
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Press Release Reverse Share Split
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Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697
Office of the Secretary of State
CERTIFICATE OF FILING OF
MoneyOnMobile, Inc.
800661948
The undersigned, as Secretary of State of Texas, hereby ce1tifies that a Certificate of Amendment for the above named entity has been received in this office and has been found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
Dated: 04/23/2018
Effective: 04/24/2018 08:00 am
/s/Rolando B. Pablos
Rolando B. Pablos
Secretary of State
Phone: (512) 463-5555
Prepared by: Delores Moore
Come visit us on the internet at http://www.sos.state.tx, us/
Fax: (512) 463-5709
Dial: 7-1-1 for Relay Services
TID: 10303
Document: 809371200002
Form 424
(Revised 05/11)
Submit in duplicate t0:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX; 512/463-5709
Filing Fee: See Instructions
Certificate of Amendment
FILED
In the Office of the
Secretary of State of Texas
APR 23 2018
Corporations Section
Entity Information
MONEYONMOBILE, INC.
State the name of the entity as currently shown
in
the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name,
The filing entity is a:
(Select the appropriate entity type below.)
[X]
For-profit Corporation
O
Professional Corporation
0
Nonprofit Corporation
O
Professional Limited Liability Company
0
Cooperative Association
0
Limited Liability Company
0
Professional Association
0
Limited Partnershlp
The file number issued to the filing entity by the secretary of state is:
0800661948
The date of formation of the entity is:
05/30/2006
Amendments
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
_____________________________________________________________________________________________________
The name of the entity must contain an organizational designation or accepted abbreviation of such tenn, as applicable.
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2.
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Amended Registered Agent/Registered Office
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The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:
Registered Agent
(Complete either A or B, but not both. Also complete C.)
[ ]
A, The registered agent is an organization
(cannot be entity named above)
by the name of:
OR
[ ]
B, The registered agent is an individual resident of the state whose name is:
First Name
M.l.
Last Name
Suff,x
The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.
C. The business address of the registered agent and the registered office address is:
TX
Street Address (No P.O. Box)
City
State Zip Code
3,
Other Added, Altered, or Deleted Provisions
Other changes or additions to the certificate of formation may be made in the space provided below, If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format,
Text Area (The attached addendum, if any, is incorporated herein by reference,)
Add
each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:
See attached addendum.
Alter
each of the following provisions of the certificate of formation, The identification or
reference of the altered provision and the full text of the provision as amended are as follows:
Delete
each of the provisions identified below from the certificate of formation.
Statement of Approval
The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.
Effectiveness of Filing
(Select either A, B, or C.)
A.
[ ]
This document becomes effective when the document is filed by the secretary of state.
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B.
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[ X ]
This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
8:00
a.m., Central Time, April
24, 2018
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C.
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[ ]
This document takes effect upon the occurrence of a future event or fact, other than the
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passage of time. The 90
th
day after the date of signing is: _______________________
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
Date:
April 20, 2018
By:
/s/ Harold Montgomery
Harold Montgomery
signature of authorized person
Article 4
Effective at 8:00 a.m., Central Time, on April 24, 2018 (the "Split Effective Time"), every twenty (20) shares of Common Stock issued and outstanding or held by the Corporation as treasury shares as of the Split Effective Time shall automatically, and without action on the part of the shareholders, convert and combine into one (1) validly issued, fully paid and non-assessable share of Common Stock, without effecting a change
to
the par value per share of Common Stock (the "Reverse Split").
In
the case of a holder of shares not evenly divisible by twenty (20), in lieu of a fractional share of Common Stock, such holder shall receive an additional share of Common Stock. As of the Split Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the Reverse Split is deemed to represent the number of post-Reverse Split shares into which the pre-Reverse Split shares were converted.
MoneyOnMobile Announces Reverse Stock Split
DALLAS and MUMBAI, INDIA - (April 24, 2018) - MoneyOnMobile, Inc.
(OTCQB: MOMT)
announced a reverse stock split of its common shares at a ratio of 1 for 20, effective Tuesday April 24th, 2018. The Company's common stock will begin trading on a post-split basis on April 25th, 2018.
Upon the commencement of trading on April 25
th
, 2018, the Company's symbol on the OTCQB marketplace will change to "MOMTD" for a period of 20 business days, after which the "D" will
be removed from the Company's trading symbol, which will revert to the original symbol of "MOMT". In connection with the reverse stock split, the CUSIP number for the common stock has been changed to
60937K206
.
"We are excited to complete the reverse split and proceed with our application to list on a national securities exchange. All of our recent events, from fundraising and debt restructuring deals, the launch of our rights offering, to this reverse split, are done so we can continue to grow our national footprint in India," said Harold Montgomery, CEO and Chairman.
The MoneyOnMobile Board of Directors approved the ratio and timing of the reverse stock split on April 19
th
, 2018. The reverse stock split will become effective at 8:00 a.m. Central on Tuesday April 24th, 2018.
Information for Stockholders
As a result of the reverse stock split, the total number of shares of common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common stock held by the stockholder immediately prior to the reverse stock split, divided by (ii) 20. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock will decrease to approximately 4.0 million post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 79.5 million pre-split shares.
Upon the effectiveness of the reverse stock split, each twenty (20) shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Holders of common stock otherwise entitled to a fractional share as a result of the reverse stock split will see that fractional share rounded up to a whole share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock.
The Company's transfer agent, Securities Transfer Corporation (STC) will act as paying agent for the reverse stock split. STC will provide stockholders of record holding certificates representing pre-split shares of the Company's common stock as of the effective date
[GA4]
a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker's particular processes, and will not be required to take any action in connection with the reverse stock split. STC can be reached at
(469) 633-0101.
The authorized capital of the Company of 200,000,000 shares of common stock as well as the 1,000,000 shares of preferred stock will not be affected by the reverse stock split
All options and warrants, and relating per share exercise price, of the Company outstanding immediately prior to the reverse stock split will be appropriately adjusted to account for reverse share split. In general, the reverse stock split will affect a reduction in the number of shares of common stock subject to such
outstanding stock options and warrants proportional to the exchange ratio of the reverse stock split and will effect a proportionate increase in the exercise price of such outstanding options and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About MoneyOnMobile, Inc.
MoneyOnMobile, Inc. is an India focused mobile payments technology and processing company offering mobile payment services. 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.Official/
LinkedIn:
https://www.linkedin.com/company/moneyonmobile
YouTube:
https://www.youtube.com/c/MoneyOnMobileofficial
Media Contact (Global):
Greg Allbright
Head of Global Communications
Dallas, Texas
+1 (214) 208-0923
gallbright@moneyonmobile.in
Investor Relations:
Integra Consulting Group, LLC
Jeremy G. Roe, Founder, Managing Partner
+1 (925) 262-8305
jeremy@integracg.net
