UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2023
FOMO WORLDWIDE, INC.
(Exact name of Registrant as specified in its Charter)
| california | 001-13126 | 83-3889101 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
831 W North Ave., Pittsburgh, PA 15233
(Address of principal executive offices)
(630) 708-0750
(Registrant’s Telephone Number)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common | FOMC | OTC Pink Current |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Background.
This Second Amendment to Form 8-K filed on August 28, 2023 provides investors copies of Articles of Merger and the Merger Agreement for the merger of FOMO WORLDWIDE, INC., a California corporation, with and into its wholly owned subsidiary FOMO WORDLWIDE, INC., a Wyoming corporation (the “Survivor”). The Articles of Merger and Merger Agreement are included herein as Exhibits 10.2 and 10.3, respectively.
FOMO WORLDWIDE, INC. is referred to in this Current Report on Form 8-K as “FOMO,” the “Company,” “we,” or “us.”
Item 8.01 Other Events.
This Form 8-K notifies investors that our Board of Directors has approved the merger of FOMO WORLDWIDE, INC., a California corporation, into our wholly owned subsidiary FOMO CORP., a Wyoming corporation. The authorized shares of FOMO CORP. Wyoming will be adjusted to equal the authorized shares of FOMO WORLDWIDE, INC. on closing.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO WORLDWIDE, INC. (WY) FOMO CORP. (WY) Amended Articles – September 29, 2023* | |
| 10.2 | FOMO WORLDWIDE, INC. Articles of Merger – October 3, 2023 | |
| 10.3 | FOMO WORLDWIDE, INC. Merger Agreement – October 3, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
*Included by reference to Form 8K/A1 filed October 3, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOMO WORLDWIDE, INC. | ||
| Date: October 3, 2023 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
