MoneyOnMobile, Inc. (OTCMKTS:MOMT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into Material Definitive Agreement.

Item 3.02Unregistered Sales of Equity Securities.

On January 26, 2018, MoneyOnMobile, Inc. (the “Company”) conducted a final closing of a private placement offering (the “Offering”) to subscription agreements (the “Subscription Agreements”) entered into between the Company and various accredited investors. to the Subscription Agreements, the Company sold an aggregate of 5,567.5 shares of the Company’s Series F Preferred Stock (“Series F Preferred”) for a total cash consideration of $5,567,500. The rights and preferences of Series F Preferred were described in the Company’s Current Report on Form 8-K filed on December 22, 2017, which description is incorporated herein by reference to such Current Report and exhibits thereto.

In addition, as previously disclosed in the Company’s Current Report on Form 8-K filed on December 28, 2017, the Company issued 2,329.6 shares of Series F Preferred in connection with the automatic conversion of certain convertible promissory notes (the “Notes”) having outstanding aggregate principal equal to $2,080,000 and $249,600 in interest for a total aggregate amount under the Notes equal to $2,329,600.

As previously disclosed, the Company issued an aggregate of 2,142 shares of the Company’s Series D Preferred Stock (“Series D Preferred”). to the rights and preference of the Series D Preferred, in the event the Company conducts closings on private or public offerings of equity securities or debt of the Company to which the aggregate gross proceeds received by the Company, equals or exceeds $4,000,000 (the “Triggering Financing”), the holder of the Series D Preferred must exercise one of the following options: (i) require the Company to redeem; (ii) convert into securities offered in the Triggering Financing; or (iii) convert into Common Stock. As the proceeds raised in connection with the offering of the Notes and the Series F Preferred constituted a Triggering Financings, all holders of all outstanding Series D Preferred at the time of the first closing of the Offering, which represented 1,225 shares of Series D Preferred elected to convert into Series F Preferred. In connection with such elections, the Company issued an additional 1,577 shares of Series F Preferred in exchange for all outstanding shares of Series D Preferred. The foregoing description of the rights and preference of the Series D Preferred does not purport to be complete and is subject to, and qualified in its entirety by reference to the Certificate of Designation of Series D Convertible Preferred Stock filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 23, 2015.

The offer and sale of the securities discussed above was completed to the exemptions from registration provided by, among others, Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the provisions of Regulation D and Regulation S as promulgated under the Securities Act.

The foregoing description of the terms of the Subscription Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to the form of Subscription Agreements and Notes, which are filed herewith as Exhibit 99.1 and Exhibit 99.2, and are 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
EX-99.1 2 seriesfsubscriptionagreeme.htm EXHIBIT 99.1 FORM OF SUBSCRIPTION AGREEMENT Exhibit Exhibit 99.1SUBSCRIPTION AGREEMENTMoneyOnMobile,…
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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.