MoneyOnMobile, Inc. (Form: 8-K, Received: 08/22/2018 15:57:52)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 22, 2018 (August 1, 2018)

MoneyOnMobile, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Texas	000-53997	20-8592825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



500 North Akard Street, Suite 2850, Dallas, Texas				75201
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number, including area code: (214) 758-8600

Not Applicable

(Former name, former address and former fiscal year, 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:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ¨

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. ¨

Item 8.01 Other 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 9.01 Financial Statements and Exhibits

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.



Exhibit No.		Description
99.1		Press Release - Rights Offering Termination

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.




	MONEYONMOBILE, INC.

Date: August 22, 2018	By:	/s/ Scott S. Arey
		Scott S. Arey Chief Financial Officer

Exhibits



Exhibit No.		Description
99.1		Press Release - Rights Offering Termination

Exhibit 99.1

MoneyOnMobile Announces Termination of Rights Offering

DALLAS and MUMBAI, INDIA – (August 22, 2018) – MoneyOnMobile, Inc. (OTCQB: MOMT) announces that it is terminating its rights offering and returning funds to investors. MoneyOnMobile’s escrow agent received gross proceeds and subscriptions of $7,417,818 into escrow from 218 investors.

Upon closing of the rights offering, the Company would have issued to these investors 1,236,303 shares of its common stock. The closing of the rights offering was subject to MoneyOnMobile’s Common stock being successfully listed on the Nasdaq Capital Market Exchange. As of July 17, 2018, MoneyOnMobile had cleared all the requirements for the listing on Nasdaq except for the filing of its annual audited 10-K report. At this time MoneyOnMobile does not believe that periodic report can be completed in a timely manner due to Indian shareholders challenging MoneyOnMobile’s control of its subsidiary My Mobile Payments Limited (MMPL).

Management has learned of numerous unauthorized, illegal actions by MMPL's Board of Directors which violate various investment and shareholder agreements in place. We are pursuing extensive legal actions to reverse such actions. We believe our legal case is strong and should prevail, however, there is no specific time frame for an ultimate conclusion. Therefore, MoneyOnMobile is terminating its rights offering and returning the funds to investors. “We could no longer in good faith hold investor subscriptions in escrow, without knowing when the end to this offering would come. We are obviously disappointed with this outcome and shocked that our local partners would mount this challenge in direct violation of our investment agreements, which they have confirmed many times as part of our annual audit process.” said Harold Montgomery, chief executive officer and chairman.

About MoneyOnMobile, Inc.

MoneyOnMobile, Inc. is an India focused mobile payments technology and processing company offering mobile payment services. MoneyOnMobile enables Indian retailers to use mobile phones to accept payment for goods and services or transfer funds from one person to another. It can be used as simple SMS text functionality or through the MoneyOnMobile application or internet site.

Safe Harbor Statement

This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed on July 6, 2017. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

Investor and Media Relations Contact:

Greg Allbright

+1 (214) 208-0923

gallbright@moneyonmobile.in