MoneyOnMobile, Inc. (OTCMKTS:MOMT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Sale of Indian Investments for Promissory Note
On January 14, 2020, MoneyOnMobile, Inc. (the “Company”) executed a Settlement Agreement calling for the transfer of its ownership interests and/or assets and operations in its Indian subsidiaries, Digital Payment Processing Limited (DPPL), My Mobile Payments, Ltd (MMPL) and SVR Ltd. (SVR) to LI Ventures, Inc. a Nevada based private company (“LI Ventures”) (the “LI Ventures Settlement Agreement”). As compensation, the Company received a Promissory Note, whereby the Company will receive $22,313,677 worth of LI Ventures common shares, contingent upon LI Ventures completing a qualified financing round (the “LI Ventures Note”). The LI Ventures Note matures on March 30, 2021.
On April 3, 2020, Company shareholders, representing 60.12% of the outstanding and fully diluted share count, voted to approve the LI Ventures Settlement Agreement. The Board of Directors approved the LI Ventures Settlement Agreement on April 6, 2020. The Board of Directors Resolution is attached herein as Exhibit 99.2 and is incorporated herein by reference. The Company will use the LI Ventures Note proceeds to repay its outstanding creditors.
The foregoing description of the terms of the LI Ventures Note and LI Ventures Settlement Agreement, and does not purport to be complete and is subject to, and qualified in its entirety by reference to the form of LI Ventures Note and LI Ventures Settlement Agreement, which are herewith as Exhibit 99.1, and is incorporated herein by reference.
Consulting Agreement
On April 9, 2020, the Company entered into a Consulting Agreement with an independent contractor to help assist the Company execute the LIV Settlement Agreement. The term is for two years, with either party having ability to terminate the agreement within thirty days written notice. The amount of the contract is $390,489 and will be paid by the Company upon it receiving the LIV Note payout compensation. The foregoing description of the terms of the Consulting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the form of Consulting Agreement, which are filed herewith as Exhibit 99.3, and is incorporated herein by reference.
Resignation of Chief Executive Officer and Chief Financial Officer
The Company received a letter of resignation from Harold H. Montgomery. Mr. Montgomery informed the Company that, effective as of April 10, 2020, he resigned his position as Chief Executive Officer. Mr. Montgomery’s resignation was not as a result of any disagreements with the Company.
The Company received a letter of resignation from Scott S. Arey. Mr. Arey informed the Company that, effective as of April 10, 2020, he resigned his position as Chief Financial Officer. Mr. Arey’s resignation was not as a result of any disagreements with the Company.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Settlement Agreement and Promissory Note |
| 99.2 | Board of Directors Resolution |
| 99.3 | Contractor Agreement |
MoneyOnMobile, Inc. Exhibit
EX-99.1 2 ex99-1.htm Exhibit 99.1 Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is competitively harmful if publicly disclosed. SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of the Effective Date set forth below,…
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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.
