SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 14, 2018
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|1515 S. Federal Highway, Suite 307, Boca Raton, FL||33432|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code (561) 362-2393
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 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)
☐ Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
☐ Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On June 14, 2018, the Board of Directors (the “Board”) of Ominto, Inc., a Nevada corporation (the “Company”), appointed Samer Choucair and Troels Andersen as directors of the Company to fill vacancies on the Board.
As compensation for their services, each of Mr. Choucair and Mr. Andersen will receive $1,500 per month in cash and have been granted options to purchase 12,000 shares of the Company’s common stock at an exercise price of $0.31, vesting monthly over one year. Neither Mr. Choucair nor Mr. Andersen have been appointed to any committee of the Board, as the full Board has assumed the duties of each committee.
Other than as set forth herein, there are no arrangements or understandings between Mr. Choucair or Mr. Andersen and any person in connection with their appointments as directors of the Company, and there are no actual or proposed transactions between Mr. Choucair, Mr. Andersen or any of their related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K in connection with their appointments as directors of the Company.
|Item 7.01||Regulation FD Disclosure.|
On June 15, 2018, the Company issued a press release announcing the appointment of Mr. Choucair and Mr. Andersen as directors of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Report.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|Item 8.01||Other Events.|
On June 14, 2018, in connection with the appointment of Mr. Choucair and Mr. Andersen as directors, the Board appointed Michael Hansen, the Chief Executive Officer of the Company, to serve as Chairman of the Board.
Also, on June 14, 2018, the Board approved the promotion of Fiona Lewandowski from the position of Associate General Counsel and Acting General Counsel of the Company to General Counsel and Secretary of the Company.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release dated June 15, 2018.|
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.
|Date: June 15, 2018|
|By:||/s/ Jim Spielman|
|Name: Jim Spielman|
|Title: Chief Financial Officer|
Ominto, Inc. Appoints Samer Choucair and Troels Andersen to its Board of Directors
-Michael Hansen to Assume Role of Chairman of the Board-
BOCA RATON, FL, June 15, 2018 -- Ominto, Inc. (Nasdaq: OMNT), a growth company with global operations in the e-commerce, marketing, and entertainment industries, today announced the appointment of Samer Choucair and Troels Andersen to its Board of Directors effective today.
Mr. Choucair, 40, is currently the VP of CE-Creates, a division of the Crescent Group that seeks to create and develop innovative businesses that generate a sustainable social impact and address economic, social, and environmental challenges, a position he has held since February 2014. Mr. Choucair comes from an entrepreneurial background with more than 19 years of experience in the start-up space across a variety of industries, from entertainment to food and beverage, e-commerce, media, and healthcare in Canada, the UAE, Saudi Arabia, Oman, and Singapore. Prior to joining Crescent Enterprises in 2014, Mr. Choucair was the COO of Groupon Middle-East, from 2011 through 2014 where he was instrumental in building the company to its current leading market position. Prior to Groupon, Mr. Choucair held various executive leadership roles with Booz & Co., Spotmedia and Dynacom. Mr. Choucair is a member of several start-up communities and organizations and provides mentorship on a personal level as well as through business competitions, universities, and other organizations such as the Khalifa Fund. He also sits on the investment committee of Dubai Angel Investors. Mr Choucair earned his MBA from INSEAD.
Mr. Andersen, 35, is a seasoned entrepreneur with a wide range of global experience and demonstrated bottom line success with several innovative initiatives. Mr. Andersen is currently the CEO of Mondo Ride, one of the leading ride services companies in Africa, a company he founded in 2015. From 2013 to 2015, he was COO of Advantag, loyalty service provider based in the UAE. From 2012-2013, Mr. Andersen was COO of Gastrofy, Sweden's most promising start-up of 2012, as well as industry icon Fetchr. Prior to joining Fetchr, he was Vice President – International of Groupon. He also held a position with Rocket Internet from 2011 – 2012. Earlier in his career, he was accepted into BlackRock’s prestigious Analyst program in London and prior to that he worked as an investment analyst for the leading financial consultancy in Denmark. In his spare time Troels actively invests in innovative companies. Troels holds a Master of Science in Mathematics and Economics from Copenhagen Business School.
“We are very pleased to have Samer and Troels join our Board and look forward to their contributions,” said Michael Hansen, Founder and CEO of Ominto, Inc. “They are both successful entrepreneurs and innovators who have considerable experience with e-commerce and understand the nature and challenges of our global business. Their experience as entrepreneurs, investors and industry disruptors will be invaluable to Ominto and to our customers in our global e-commerce environment.”
In connection with today’s announcement, Michael Hansen, the company’s Founder and CEO, will also assume the role as Chairman of the Board.
The three-member Board will be responsible for all Board-related committees.
About Ominto, Inc.
Ominto is a growing company with global operations in the e-commerce, marketing, and entertainment industries. The company owns or invests in strategic entities that provide value to its global customer base.
Ominto is a pioneer in global Cash Back and first to market in many regions of the world. At the core of Ominto’s business is Dubli.com, a global consumer Cash Back e-commerce digital marketplace. At Dubli.com or at Partner sites powered by Ominto.com, consumers shop at their favorite stores, save with the best coupons and deals, and earn Cash Back with each purchase. The Ominto.com website features thousands of brand name stores and industry-leading travel companies from around the world, providing Cash Back savings to consumers in more than 120 countries. Ominto’s Partner Programs offer a white label version of the Ominto.com shopping and travel website to businesses and non-profits, providing them with a professional, reliable web presence that builds brand loyalty with their members, customers or constituents while earning commissions for the organization and Cash Back for shoppers on each transaction.
For more information, please visit Ominto's corporate website http://ominto.com.
This press release contains forward-looking statements that involve substantial risks and uncertainties. These include statements about Ominto’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “believe,” “projects,” “could,” “would,” “intend” and similar expressions. You can also identify them by the fact that they do not relate strictly to historical or current facts. The forward-looking statements reflect Ominto’s current view about future events and are subject to risks, uncertainties and assumptions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Ominto may not actually achieve the expectations disclosed in the forward-looking statements and you should not place undue reliance on Ominto's forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to: risks related to Ominto’s ability to continue as a going concern being in doubt; material weaknesses in Ominto’s internal controls, Ominto’s inability to generate enough customers or enough purchasing activity for our shopping websites; Ominto’s inability to establish and maintain a large growing base of Business Associates; Ominto’s failure to adapt to technological change; increased competition; increased operating costs; changes in legislation applicable to Ominto’s business; material weaknesses in Ominto’s internal controls; Ominto’s failure to improve our internal controls; and Ominto’s inability to generate sufficient cash flows from operations or to secure capital to enable us to maintain our current operations or support our intended growth; along with other risks and potential factors that could affect Ominto's business and financial results identified in Ominto's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
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