Attached files
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EXCEL - IDEA: XBRL DOCUMENT - Wowio, Inc. | Financial_Report.xls |
EX-32.1 - Wowio, Inc. | ex32-1.htm |
EX-31.1 - Wowio, Inc. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-K/A
Amendment No. 1
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2013
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission file number 333-184529
Wowio, Inc.
(Exact name of registrant as specified in its charter)
Texas | 27-2908187 | |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
626 North Doheny Drive
West Hollywood, California 90069
(Address of principal executive offices)
(310) 807-8181
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. [ ] Yes [X] No.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) [ ] Yes [X] No
As of June 30, 2013, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the last sales price of our common stock of $2.00 per share was approximately $26,984,960. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
Number of shares of common stock outstanding as of April 11, 2014 was 23,563,303.
DOCUMENTS INCORPORATED BY REFERENCE – None
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the annual report on Form 10-K (the “Form 10-K”) of Wowio, Inc. for the year ended December 31, 2013, filed with the Securities and Exchange Commission on April 11, 2014, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any related disclosures made in the Form 10-K.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit No. | Description | |
3.1 | Certificate of Formation and amendments thereto (1) | |
3.2 | Certificate of Amendment to Certificate of Formation (2) | |
3.3 | Certificate of Amendment to Certificate of Designation of Series A Preferred Stock (2) | |
3.4 | Bylaws (1) | |
10.1 | Executive Employment Agreement between WOWIO, Inc., d.ba. StudioW and Brian Altounian dated as of March 15, 2012. (1) | |
10.2 | Executive Employment Agreement between WOWIO, Inc., d.ba. StudioW and Jacob Morris dated as of March 29, 2012. (3) | |
10.3 | Executive Employment Agreement between WOWIO, Inc., d.ba. StudioW and Linda Engelspien dated as of March 29, 2012. (3) | |
10.4 | Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1) | |
10.5 | Revolving Note between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1) | |
10.6 | Security Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1) | |
10.7 | Redeemable Warrant No. 1 to Purchase Common Stock issued pursuant to a Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1) | |
10.8 | Redeemable Warrant No. 2 to Purchase Common Stock issued pursuant to a Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21,2012. (1) | |
10.9 | Redeemable Warrant No. 3 to Purchase Common Stock issued pursuant to a Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1) | |
10.10 | Service Agreement, dated November 1, 2011, between WOWIO, Inc. and Alliance Acquisitions, Inc. (4) | |
10.11 | Master Services Agreement by and between GHH Commerce, LLC and WOWIO, Inc. dated as of November 6, 2012 (3) | |
10.12 | Advertising Publishing Agreement by and between Wowio, Inc. and GHH Commerce dated as of November 26, 2012. (3) | |
10.13 | Advertising Agreement by and between Wowio, Inc. and GHH Commerce dated as of November 26, 2012. (3) | |
10.14 | Amended and Restated Board Services Agreement between Wowio, Inc. and Zachary Pennington, dated as of October 31, 2012. (3) | |
10.15 | Consulting Agreement, dated January 31, 2013 between Wowio, Inc. and Arthur Schwerzel (4) | |
10.16 | Consulting Agreement, dated February 15, 2013 between Wowio, Inc. and Stern & Co. (4) | |
10.17 | Warrant, dated December 15, 2010 (4) | |
10.18 | Warrant, dated December 16, 2010 (4) | |
10.19 | Warrant, dated April 17, 2012 (4) | |
10.20 | Warrant, dated February 9, 2012 (4) | |
10.21 | Warrant, dated December 20, 2011 (4) | |
10.22 | Accounts Receivable Lending Agreement and Promissory Note, dated March 17, 2013 (4) | |
10.23 | Senior Convertible Promissory Note, dated May 25, 2012 (4) | |
10.24 | Senior Promissory Note, dated December 20, 2011 (4) | |
10.25 | Senior Promissory Note, dated July 13, 2012 (4) | |
10.26 | Senior Promissory Note, dated March 8, 2012 (4) | |
10.27 | Senior Convertible Promissory Note, dated June 18, 2012 (4) | |
10.28 | Waiver and Amendment #1 to Senior Promissory Note, dated February 14, 2013, between Wowio, Inc. and David McCarthy (4) | |
10.29 | Purchase Agreement, dated December 12, 2012, between WOWIO, Inc. and Roger Mincheff (5) | |
10.30 | Senior Promissory Note, dated September 10, 2013 (5) | |
10.31 | Senior Promissory Note, dated August 30, 2013 (5) | |
10.32 | First Amendment to Credit Agreement dated November 19, 2013 (6) | |
10.33 | Replacement, Amended and Restated Note (6) | |
21.1 | List of Subsidiaries (1) | |
31.1 | Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
32.1 | Certification of principal executive and financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
EX-101.INS | XBRL INSTANCE DOCUMENT* | |
EX-101.SCH | XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT* | |
EX-101.CAL | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE* | |
EX-101.DEF | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE* | |
EX-101.LAB | XBRL TAXONOMY EXTENSION LABELS LINKBASE* | |
EX-101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE* |
* Filed herewith.
(1) Filed as exhibit to S-1 filed on October 22, 2012 and incorporated herein by reference.
(2) Filed as exhibit to 8-K filed on January 23, 2014 and incorporated herein by reference.
(3) Filed as exhibit to S-1/A filed on February 8, 2013 and incorporated herein by reference.
(4) Filed as exhibit to S-1/A filed on August 5, 2013 and incorporated herein by reference.
(5) Filed as exhibit to S-1/A filed on October 7, 2013 and incorporated herein by reference.
(6) Filed as exhibit to S-1/A filed on December 23, 2013 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
WOWIO, INC. | ||
Dated: March 25, 2015 | By: | /s/ Brian Altounian |
Brian Altounian | ||
Chief Executive Officer (principal executive, financial and accounting officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Brian Altounian | Chief Executive Officer, Chairman | March 25, 2015 | ||
Brian Altounian | (principal executive, financial and accounting officer) | |||
/s/ Zachary Pennington | Director | March 25, 2015 | ||
Zachary Pennington |