Item 3.02Unregistered Sales of Debt Securities.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Sale of Senior Secured Notes

On June 30, 2019, the Company completed a $1,500,00 financing in consideration for the issuance of (i) Senior Secured Notes; and (ii) five year warrants (“Warrants”) to purchase 69,592,665 shares of Common Stock at an exercise price equal to $0.02158 per share, to a subscription agreement (the “Subscription Agreement”) entered into on various dates starting March 13, 2019 and ending June 30, 2019. The rights and preferences of the Senior Secured Notes and related Purchase Agreement and Warrants are described above and incorporated herein by reference. The Company will use such proceeds to continue to fund its legal case to regain control of its operations in India.

The foregoing description of the terms of the Notes, Subscription Agreement and the Warrant does not purport to be complete and is subject to, and qualified in its entirety by reference to the form of Notes, Subscription Agreement and Warrant, which are filed herewith as Exhibit 99.1, 99.2, and 99.3, and is incorporated herein by reference.

Series H Preferred Stock – Amendment

On June 30, 2019, the Company amended its Series H Preferred Stock (the “Amended Series H Certificate of Designation”). The amendment removed the ownership limitation on both voluntary and mandatory beneficial conversions of the Company’s Common Stock in the event of a Series H Preferred conversion. This amendment was executed as a result of the Company receiving written consent from the majority of the holders of the Company’s Series H Preferred Stock.

The foregoing description of the Amended Series H Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full texts of the Amended Series H Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial 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.

MoneyOnMobile, Inc. Exhibit
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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.