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Wowio, Inc. Form 8-K: Current report

Wowio, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2016-08-19: Form 8-K; Period of report 2016-08-19; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2016-03-23: Form 8-K; Period of report 2016-02-15; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2016-02-23: Form 8-K; Period of report 2016-02-22; Description 8.01 Other Events; Details 8.01.
  • 2015-09-29: Form 8-K; Period of report 2015-08-14; Description 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.03.
FiledFormPeriod of reportDescriptionDetailsDocument
2016-08-198-K2016-08-197.01 Regulation FD Disclosure7.01 On August 19, 2016, Robert Estareja, CEO of Wowio, Inc. (the “Company”) issued a letter to the Company’s shareholders which is filed as an exhibit to this report.s103969_8k.htm
2016-03-238-K2016-02-154.01 Changes in Registrant's Certifying Accountant4.01 In connection with the reorganization of Hartley Moore Accountancy Corporation (the “Former Auditor”) certain of its audit partners have joined Hall and Company, Inc. (“Hall”).s102865_8k.htm
2016-02-238-K2016-02-228.01 Other Events8.01 An informational letter, in the form filed herewith as Exhibit 99.1, is being transmitted to our shareholders on the date hereof.s102688_8k.htm
2015-09-298-K2015-08-143.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.03 On August 20, 2015, the Board of Directors of the Company approved the amended and restated certificates of designation (the “Amended Certificates of Designation”) for the Company’s Series D, E , and F shares of Preferred Stock (“the Preferred Classes”).
5.03 On August 14, 2015, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved an amendment to the Company’s Certificate of Formation (the “Amendment”) to increase the authorized shares of common stock from five billion to twenty billion.
s101762_8k.htm
2015-09-238-K2015-09-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 16, 2015, Robert Estareja replaced Brian Altounian as the Chief Executive Officer of Wowio, Inc. (the “Company”).s101868_8k.htm
2015-07-308-K2015-07-243.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 On July 24, 2015, the Company issued to certain officers and directors of the Company, an aggregate of 1,000,000,000 restricted shares (the “Shares”) of common stock.
5.02 As previously noted in Item 3.02 above, on July 24, 2015, the Company issued the Shares to certain officers and directors of the Company, and pursuant to the Debt Conversions.
s101551_8k.htm
2015-05-298-K2015-05-185.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 The Amendment is attached hereto as an Exhibit to this Current Report.
5.07 On May 18, 2015, the Board of Directors of the Company and holders of a majority of the voting rights of the Company’s capital stock approved a 1 for 1,300 reverse split of the Company’s Common Stock, for all shareholders of record on May 18, 2015.
form8k.htm
2015-05-208-K2015-05-123.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.02 On May 12, 2015, the Board of Directors of Wowio, Inc. (the “Company”) issued 4 shares of Series D Preferred Stock (the “Preferred Stock”) to Brian Altounian, the Company’s Chief Executive Officer and Chairman, and a beneficial shareholder of the Company.
3.03 On May 12, 2015, the Board of Directors of the Company approved the creation of Series C, D, E , and F shares of Preferred Stock (“the Preferred Classes”).
5.01 As of May 12, 2015, in connection with the issuance of the Preferred Shares described in Item 3.02 above, Brian Altounian, the largest shareholder of the Company, held a controlling beneficial interest in the Company and as a result may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
5.03 As noted in Item 3.03, on May 12, 2015, the Board of Directors of the Company approved the creation of the Preferred Classes.
form8k.htm
2015-04-308-K2015-04-298.01 Other Events8.01 An informational letter, in the form filed herewith as Exhibit 99.1, is being transmitted to our shareholders on the date hereof.form8k.htm
2015-04-088-K2015-04-081.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8-k.htm
2015-03-238-K2014-02-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.07 Submission of Matters to a Vote of Security Holders1.01 On March 20, 2015, the Company entered into a debt purchase agreement with Rock Capital, LLC (“Rock Capital”) and Art Schwerzel (“Schwerzel”), whereby Rock Capital agreed to purchase a portion of a $300,000.00 promissory note issued to Schwerzel (“Schwerzel Note”) by the Company on January 17, 2014.
3.02 On February 20, 2015, the Company issued a convertible promissory note (“Carebourn Note”) with an aggregate principal amount of $30,500.00 to Carebourn Capital, L.P. (“Carebourn LP”), a Delaware limited partnership and accredited investor, as defined in Rule 501(a) of Regulation D, at an interest rate of twelve percent (12%) per annum, to mature on November 20, 2015.
5.07 On March 20, 2015, the Company’s majority shareholder, who owns 7,195,000 shares of common stock and 4,330,000 shares of Series A Preferred stock, which have a 50-to-1 voting right, for a total of approximately 223,695,000 voting shares of the Company, approved by written consent to increase the authorized shares of the Company to 4,000,000,000 shares of common stock.
s100896_8k.htm
2015-02-028-K2015-01-308.01 Other Events8.01 An informational letter, in the form filed herewith as Exhibit 99.1, is being transmitted to our shareholders on the date hereof.s100697_8k.htm
2015-01-068-K2015-01-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 5, 2015, the Board of Directors of Wowio, Inc. (the “Company”) accepted the resignation of Jacob Morris from his position as the Company’s Chief Operating Officer.s100616_8k.htm
2014-08-278-K2014-08-223.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 The information provided in response to Item 5.02 of this report is incorporated by reference into this Item 3.02.
5.02 On August 22, 2014, Wowio, Inc. (the “Company”) entered into an amendment to its employment agreement, dated March 15, 2012, with Brian Altounian, the Company’s chief executive officer.
form8k.htm
2014-06-208-K2014-06-174.01 Changes in Registrant's Certifying Accountant4.01 On June 17, 2014, the Board of Directors of Wowio, Inc. (the “Company”) dismissed KMJ Corbin & Company LLP (“KMJ”) as the Company’s independent registered public accounting firm.form8k.htm
2014-01-238-K2014-01-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 On January 16, 2014, shareholders of Wowio, Inc. (the “Company”) approved by written consent an amendment to the Company’s certificate of formation to effect a one-for-ten reverse split of the Company’s outstanding shares of common stock.form8k.htm