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) September 30, 2018


Ominto, Inc.

(Exact name of registrant as specified in its charter)


Nevada   001-37639   13-4067623
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


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 8.01 Other Events.


On September 30, 2018 Ominto, Inc., a Nevada corporation (the “Company”) entered into a Share Sale and Purchase Agreement (the “SPA”) by and between the Company and One Vision Capital Group A/S (“OVC”) to sell an insignificant amount of the assets of the Company, including certain wholly-owned subsidiaries (collectively, the “Network Subsidiaries”) to OVC as listed in Exhibit 99.1 hereto. As consideration for the Network Subsidiaries, OVC will pay a total purchase price of $1,000,000, less an advance deposit of $580,000, subject to adjustment as provided in the SPA. The SPA contains customary representations and warranties and provides that OVC and the Company will enter into other ancillary agreements with respect to the Network Subsidiaries. OVC is affiliated with Michael Hansen, a member of the Board and the Chief Executive Officer of the Company.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.




99.1   Network Subsidiaries







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: October 4, 2018    
  By: /s/ Jim Spielman
    Name: Jim Spielman
    Title: Chief Financial Officer



Exhibit 99.1


Network Subsidiaries


Dubli Network Limited
Dubli E-Commerce LTDA
Dubli Holding Limited (JAFZA)
Dubli India Private Limited
Dubli Network Limited LLC (Delaware)
Dublicom Limited LLC (Delaware)
CG Holdings Limited (and its subsidiaries listed below):
oDubli Network Limited (BVI)
oCrown Group Investments Limited (JAFZA)
oDublicom Limited (Cyprus)
oLenox Resources LLC (Delaware)
oDubli Pakistan Private Limited (Pakistan)
oDubli Japan G.K. (Japan)
oDubli Asia Pte Ltd (Singapore)
oDubli Greater China Ltd (Hong Kong)