MoneyOnMobile, Inc. (OTCMKTS:MOMT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series F Convertible Preferred Stock (“Series F Preferred”)

On December 18, 2017, MoneyOnMobile, Inc. (the “Company”) filed with the Secretary of State of the State of Texas a Certificate ofDesignationof Series F Preferred (the “Series F Certificate of Designation”), setting forth the rights, powers, and preferences of a new class of Series F Convertible Preferred Stock, par value $0.001 per share and a stated value of $1,000 per share. The Series F Preferred is voluntarily convertible into shares of Common Stock of the Company (“Common Stock”) at a conversion price of $0.25 per share, subject to adjustments (“Series F Voluntary Conversion Price”). However, in the event the Company is approved to list its Common Stock, including the shares issuable upon conversion of the Series F Preferred, on any one of the New York Stock Exchange, NYSE: Amex Exchange, The Nasdaq Stock Exchange, including the Nasdaq Capital Markets, London Stock Exchange, including AIM, or any other major stock exchange in the United States of America, and if during any ten (10) consecutive trading days the lowest closing share price is equal to or greater than $1.25 per share (subject to adjustments), all outstanding shares of Series F Preferred shall automatically convert into Common Stock at a conversion price of $0.25, subject to adjustments.

The holders of the Series F Preferred are entitled to vote together all other classes and series of the stock of the Company as a single class on all actions to be taken by the stockholders of the Company, and shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series F Preferred held by such holder could be converted at the Series F Voluntary Conversion Price. Holders of Series F Preferred shall be entitled to receive, when, as and if declared by the Company’s Board of Directors, dividends paid at an annual rate equal to Eight Percent (8%) in cash or, at the election of the holder, in Common Stock and at a conversion rate equal to $0.25 per share of Common Stock. Any conversion of the Series F Preferred is subject to a conversion limitation precluding conversions that would result in such holder’s beneficial ownership to exceed 4.99% of Common Stock outstanding.

Series G Convertible Preferred Stock

On December 18, 2017, the Company filed with the Secretary of State of the State of Texas a Certificate ofDesignation of Series G Preferred (the “Series G Certificate of Designation”), setting forth the rights, powers, and preferences of a new class of Series G Convertible Preferred Stock, par value $0.001 per share and a stated value of $1,000 per share. The Series G Preferred is voluntarily convertible into shares of Common Stock at a conversion price of $0.25 per share, subject to adjustments (“Series G Voluntary Conversion Price”). However, in the event the Company is approved to list its Common Stock, including the shares issuable upon conversion of the Series G Preferred, on any one of the New York Stock Exchange, NYSE: Amex Exchange, The Nasdaq Stock Exchange, including the Nasdaq Capital Markets, London Stock Exchange, including AIM, or any other major stock exchange in the United States of America, and if during any ten (10) consecutive trading days the lowest closing share price is equal to or greater than $1.00 per share (subject to adjustments), the Company shall have the right, but not the obligation, to redeem all of the then-outstanding shares of Series G Preferred at a redemption price equal to $1,000 and any accumulated but unpaid dividends.

The holders of the Series G Preferred are entitled to vote together all other classes and series of the stock of the Company as a single class on all actions to be taken by the stockholders of the Company, and shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series G Preferred held by such holder could be converted at the Series G Voluntary Conversion Price. Holders of Series G Preferred shall be entitled to receive, when, as and if declared by the Company’s Board of Directors out of funds of the Company legally available for payment, cumulative dividends at an annual rate equal to Twelve Percent (12%) per annum. Any conversion of the Series G Preferred is subject to a conversion limitation precluding conversions that would result in such holder’s beneficial ownership to exceed 4.99% of Common Stock outstanding.

The foregoing descriptions of the Series F Certificate of Designation and Series G Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full texts of the Series F Certificate of Designation and Series G Certificate of Designation, which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

MoneyOnMobile, Inc. Exhibit
EX-3.1 2 certificateofdesignationof.htm EXHIBIT 3.1 COD SERIES F Exhibit CERTIFICATE OF DESIGNATION OFPREFERENCES,…
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About MoneyOnMobile, Inc. (OTCMKTS:MOMT)

MoneyOnMobile, Inc., formerly Calpian, Inc., is an early-stage company. The Company operates through the MoneyOnMobile segment, which is a mobile wallet service used to pay for goods and services from a mobile phone and to make other financial transactions. MoneyOnMobile allows consumers, to deposit funds into their mobile wallet or to perform a financial transaction through its agent network of approximately 313,541 retail locations as of April 30, 2016. Consumers use their mobile phones to make certain routine payments for utilities or to transfer currency to other consumers using text-messaging and mobile application technology. MoneyOnMobile offers electronic wallet services (M-wallet), similar to carrying a prepaid debit card, however using the consumer’s mobile phone. MoneyOnMobile has a multi-lingual application. By using this application, customers, through its agent network, can pay for goods and services and send money anytime and anywhere.