false --12-31 0001902794 0001902794 2024-11-18 2024-11-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

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): November 18, 2024

 

MGO Global Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41592   87-3929852

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1515 SE 17th Street, Suite 121/#460236

Fort Lauderdale, Florida

  33346
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (347) 913-3316

 

N/A

(Former name or former address, 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.00001 par value   MGOL   The Nasdaq Stock Market LLC

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 18, 2024, the Board of Directors of MGO Global Inc., a Delaware corporation (the “Company”), adopted the First Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”). The changes to the Bylaws pursuant to the Amendment are effective as of November 18, 2024. In accordance with the Amendment, (i) Section 1 of Article IV of the Bylaws was amended to provide that the holders of 33 1/3 % of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation, and (ii) Section 3 of Article IV of the Bylaws was amended to provide that a stockholder may vote at a meeting of stockholders either (i) in person, or (ii) by proxy that is either in writing or filled in through electronic or telephonic means.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit Number   Description
     
3.1   First Amendment to Amended and Restated Bylaws of MGO Global Inc.
     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

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.

 

Date: November 22, 2024 MGO Global Inc.
     
  By: /s/ Maximiliano Ojeda
  Name: Maximiliano Ojeda
  Title: Chief Executive Officer

 

 

 

Exhibit 3.1

 

FIRST AMENDMENT TO
AMENDED AND RESTATED BYLAWS

OF

MGO GLOBAL INC.

 

The Amended and Restated Bylaws of MGO Global Inc. (the “Bylaws”) are hereby amended as follows:

 

  1) Article IV, Section 1 of the Bylaws is deleted in its entirety and replaced with the following:

 

“Section 1. The holders of 33 1/3 % of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.”

 

  2) Article IV, Section 3 of the Bylaws is deleted in its entirety and replaced with the following:

 

“Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A stockholder may vote either (i) in person, or (ii) by proxy that is either in writing or filled in through electronic or telephonic means.”

 

Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.

 

The undersigned, Chief Executive Officer of MGO Global Inc. (the “Company”), hereby certifies that the foregoing First Amendment to Amended and Restated Bylaws was approved by the Board of Directors of the Company on November 18, 2024.

 

  /s/ Maximiliano Ojeda
  Maximiliano Ojeda
  Chief Executive Officer

 

 

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Cover
Nov. 18, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 18, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-41592
Entity Registrant Name MGO Global Inc.
Entity Central Index Key 0001902794
Entity Tax Identification Number 87-3929852
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1515 SE 17th Street
Entity Address, Address Line Two Suite 121/#460236
Entity Address, City or Town Fort Lauderdale
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33346
City Area Code (347)
Local Phone Number 913-3316
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.00001 par value
Trading Symbol MGOL
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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