MoneyOnMobile, Inc. (OTCMKTS:MOMT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02 Unregistered Sales of Equity Securities.
On February 22, 2018, MoneyOnMobile, Inc. (the “Company”) and Mr. Laird Cagan entered into a securities exchange agreement (the “Securities Exchange Agreement”), to which the Company exchanged with Mr. Cagan certain outstanding notes (the “Original Notes”) in the aggregate principal amount of $1,889,422 plus $591,151 accrued but unpaid interest for a senior convertible promissory note in the principal amount of $2,480,573 (the “Loan”) at an interest rate of twelve percent (12%) per annum (the “New Note”), subject to the security agreement entered into by and between the Company and Mr. Cagan on February 28, 2018 (the “Security Agreement”).
to the New Note, the outstanding principal amount of the Loan shall be payable in full on December 31, 2019. At any time while the New Note is outstanding, the holder of the New Note shall have the right, at his option, to convert all or a part of the outstanding Loan into that number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), equal to the result of dividing the Loan, and any accrued and unpaid Interest thereon, by $0.25, subject to adjustment. Upon an event of default as described in the New Note, the Company shall be liable for a late fee of five percent (5%) of the unpaid portion of the amount then due. At any time after an event of default, at the option of the holder of the New Note, upon written notice to the Company, the outstanding principal of any and all accrued but unpaid interest in respect of the New Note shall be immediately due and payable.
to the Security Agreement, the Company granted to Mr. Cagan a lien and security interest in, except that such lien and security interest shall be subject to the Hall MOM Liability (as defined in the Security Agreement), all assets of the Company, as described in the Security Agreement (the “Collateral”). On February 28, 2018, a UCC-1 financing statement was filed with the State of Texas to record the security interest in the Collateral in favor of Mr. Cagan.
The issuance of the New Note is exempt from registration to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
The foregoing description of the terms of the Securities Exchange Agreement, the New Note and the Security Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the forms of the Securities Exchange Agreement, the New Note and the Security Agreement, which are filed herewith as Exhibit 99.1, 99.2 and 99.3, and are incorporated herein by reference.
ItItem 9.01Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Form of Subscription Agreement
Form of the New Note
Form of the Security Agreement
MoneyOnMobile, Inc. ExhibitEX-99.1 2 a991securitiesexchange.htm FORM OF SECURITIES EXCHANGE AGREEMENT Exhibit Exhibit 99.1SECURITIES EXCHANGE AGREEMENTTHIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of February 22,…To view the full exhibit click
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.