MoneyOnMobile, Inc. (OTCMKTS:MOMT) Files An 8-K Other EventsItem 8.01Other Events
On August 22, 2018, the Company issued a press release announcing the termination of its previously announced rights offering of 1,236,303 shares of its common stock at a public offering price of $6.00 per share. The termination was due to certain actions taken by numerous unauthorized actions by MMPL's Board of Directors, for which we are pursuing extensive legal actions to reverse. These actions resulted in the inability by the Company to have its 2018 audit completed in a timely manner. All funds held with the escrow agent will be returned promptly. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
On August 1, 2018, MoneyOnMobile, Inc. (the "Company") received a communication from the Ministry of Corporate Affairs of the Government of India (the “MCA”) that the Company’s subsidiary, MMPL, filed an “eForm” through the MCA’s electronic portal. The communication alerted the Company to an action taken by the Board of Directors of MMPL (the “MMPL Board”), which action purportedly added three (3) new directors to the MMPL Board. The Company was not aware of and did not take part in this corporate action. Furthermore, the Company believes that any action taken by the MMPL Board in connection with or in addition to the purported director appointments was an invalid action. The Company consulted with its local Indian corporate counsel to take action to remedy any effects of and receive declaratory judgment to invalidate the purported actions taken by the MMPL Board.
On August 3, 2018, the High Court of Judicature at Bombay (the “Court”) held a hearing in connection with the Company’s petition inter alia seeking interim relief to stay the actions the Company believes to have been invalidly taken. In the said Petition, an additional relief seeking suspension of the directors who were invalidly appointed on the MMPL Board on August 1, 2018 was also sought. The ability of any of the new directors to serve on the MMPL Board was suspended until the Court could hold an additional hearing. On August 10, 2018, the Court conducted a hearing, at which hearing, the Court further stayed the actions the Company believes to have been invalidly taken and deferred final ruling until August 23, 2018.
On August 22, 2018, Management received credible documented evidence that all employees of MMPL and Digital Payment Processing Limited ("DPPL") were coerced into resigning their positions and becoming employees of an entity named LI Digital Payments Processing Limited (“LIDPPL”), a new Indian entity that was established by certain Indian members of the MMPL Board, and in which the Company has no ownership interest. Further, Management received other documents evidencing an updated MMPL shareholder list, for which demonstrated LIDPPL possessed control of over 50% of the issued and outstanding voting shares of MMPL, the transfer of such shares is in direct violation of several clauses and prohibitions of the 2012 Memorandum of Understanding between the parties, and various other investment agreements, which together formed the foundation for the Company's investments and ownership in both DPPL and MMPL. The Company believes that these actions of employee transfer and shareholder transfer are illegal and unauthorized, and that these actions violate various investment and shareholder agreements in place between the Company, DPPL, MMPL, and its founders and shareholders. The Company continues to work within the Indian legal system to request the Indian courts overturn all actions made by the MMPL Board from August 1, 2018 onwards.
Item 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.
Press Release – Rights Offering Termination
MoneyOnMobile, Inc. ExhibitEX-99.1 2 pressrelease-rightsofferei.htm EXHIBIT 99.1 PRESS RELEASE RIGHTS OFFERING TERMINATION Exhibit Exhibit 99.1MoneyOnMobile Announces Termination of Rights OfferingDALLAS and MUMBAI,…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.