8-K/A: FOMO Worldwide Completes Corporate Actions, Announces Acquisition and Advisory Board Appointments

FOMO Worldwide, Inc. has finalized several corporate actions including a reverse stock split, name change, and redomicile, while also announcing a significant acquisition and new advisory board members.

Summary

• FOMO Worldwide, Inc. has completed several corporate actions, including a 1-100 reverse stock split, a name change from FOMO CORP., and a redomicile from California to Wyoming.
• The company's 15c211 application was cleared by FINRA on February 7, 2024, restoring solicited quotes for its common shares.
• The ticker symbol 'IGOT' was reserved with NASDAQ on December 13, 2023, and the ticker change will be effective around March 21, 2024.
• The name change to FOMO WORLDWIDE, INC. was completed on November 9, 2022, and was reviewed by FINRA on February 21, 2024.
• The redomicile to Wyoming was completed on November 22, 2023, and reviewed by FINRA on February 21, 2024.
• A 1-100 reverse stock split was completed on November 28, 2023, with an effective date of February 22, 2024, under the temporary ticker FOMCD.
• Thermo Communications Funding, LLC defaulted on a lending agreement with FOMO and its subsidiary, resulting in a confession of judgment against FOMO for $1,074,276.15.
• FOMO is in discussions with Thermo to resolve the matter through foreclosure on SMARTSolution Technologies, Inc. and restructuring of the loan.
• Energy Intelligence Center LLC was dissolved on February 6, 2024, and its assets were transferred to Diamond Technology Solutions, LLC.
• FOMO has submitted a letter of intent to acquire a clean fuel technology provider and has sent a binding Definitive Agreement to acquire the North America assets and operations of EcoChem Alternative Fuels LLC with an expected closing date of March 31, 2024.
• Two executives from EcoChem Alternative Fuels LLC, Joshua Koch and John Bolus, have been appointed to FOMO's Advisory Board and are expected to join the Board of Directors after the acquisition.

Sentiment

Score: 4

Explanation: The document contains both positive developments, such as the acquisition and advisory board appointments, and negative developments, such as the default and confession of judgment. The negative aspects outweigh the positives, resulting in a lower sentiment score.

Positives

• The clearance of the 15c211 application by FINRA allows for the restoration of solicited quotes for FOMO's common shares.
• The completion of the ticker change, name change, and redomicile provides clarity and stability for the company's operations.
• The acquisition of EcoChem Alternative Fuels LLC's North America assets and operations could provide a significant growth opportunity for FOMO.
• The appointment of experienced executives to the Advisory Board is expected to enhance shareholder value.
• The company is actively working on its 2023 Form 10-K with its PCAOB audit firm.

Negatives

• Thermo Communications Funding, LLC defaulted on a lending agreement, resulting in a confession of judgment against FOMO for $1,074,276.15.
• The company is in discussions with Thermo to resolve the matter through foreclosure on a subsidiary, which could result in a loss of assets.
• The dissolution of Energy Intelligence Center LLC may indicate a restructuring or streamlining of the company's operations.

Risks

• The ongoing discussions with Thermo to resolve the default and confession of judgment could result in further financial losses or asset disposals.
• The acquisition of EcoChem Alternative Fuels LLC is subject to closing conditions and may not be completed as expected.
• The company's financial performance and ability to execute its business plan are subject to various market and operational risks.
• The reverse stock split could negatively impact the stock price and investor sentiment.

Future Outlook

FOMO is focused on completing the acquisition of EcoChem Alternative Fuels LLC and integrating its technology and personnel. The company is also working on its 2023 Form 10-K and is interviewing audit firms for the acquired business.

Management Comments

• FOMO is in discussions with Thermo to resolve the matter through their foreclosure on our audio visual subsidiary SMARTSolution Technologies, Inc. for its working capital and fair value of assets and through a restructuring of the asset backed loan facility to the mutual benefit of Thermo and our shareholders and stakeholders.
• To advise on our business plans and enhance shareholder value, we have appointed two executives with substantial business experience and technology vision/knowledge to our Advisory Board.

Industry Context

The acquisition of a clean fuel technology provider aligns with the growing global focus on sustainability and reducing carbon emissions. This move positions FOMO to potentially capitalize on the increasing demand for environmentally friendly solutions in various sectors.

Comparison to Industry Standards

• The reverse stock split is a common corporate action for companies seeking to increase their share price and attract institutional investors, however, it can also be a sign of financial distress.
• The acquisition of a clean fuel technology company is a strategic move that aligns with the industry trend towards sustainable energy solutions, similar to moves by companies like Neste and Renewable Energy Group.
• The appointment of advisory board members with industry experience is a common practice to enhance corporate governance and strategic direction, similar to how companies like Tesla and Rivian utilize advisory boards.

Management Changes

Legal Proceedings

• Thermo Communications Funding, LLC obtained a confession of judgment against FOMO for $1,074,276.15.

Stakeholder Impact

• Shareholders may experience volatility in the stock price due to the reverse split and the confession of judgment.
• Employees of SMARTSolution Technologies, Inc. may be impacted by the potential foreclosure.
• Customers of the acquired clean fuel technology business may benefit from the new ownership and resources.
• Creditors may be impacted by the ongoing discussions with Thermo.

Next Steps

• Complete the acquisition of EcoChem Alternative Fuels LLC.
• Integrate the acquired business and its technology.
• Finalize the 2023 Form 10-K.
• Resolve the matter with Thermo Communications Funding, LLC.
• Transition to the new ticker symbol 'IGOT'.

Key Dates

Keywords

corporate actions, reverse stock split, acquisition, clean fuel technology, advisory board, FINRA, ticker change, redomicile, confession of judgment, asset disposal