Form 8-K - Current report

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): June 7, 2024

MGO GLOBAL INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-41592		83-1833607
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

515 SE 17^th Street, Suite 121/#460236

Fort Lauderdale, Florida 33346

(Address of principal executive offices, including 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 obligations 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-14c))

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 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-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 1.01 Entry into a Material Definitive Agreement.

On June 7, 2024, MGO Global Inc. (the “Company”) entered into Amendment No. 1 (“Amendment”) to the Equity Distribution Agreement dated as of February 6, 2024 (the “EDA”), with Maxim Group LLC (“Maxim”).The amendment constitutes an agreement between the Company and Maxim to amend the EDA whereby the defined term “Offering Size” in the EDA is amended to mean the shares having an aggregate offering price of up to $3,389,384 and all instances of $1,650,000 in the EDA are replaced in all instances with $3,389,384.

The Amendment is attached to this report as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

1.1

Amendment No. 1 to the Equity Distribution Agreement dated June 7, 2024

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: June 11, 2024

	MGO GLOBAL INC.

	By:	/s/ Maximiliano Ojeda
		Maximiliano Ojeda
		Chief Executive Officer

Exhibit 1.1

June 7, 2024

MGO Global Inc.

1515 SE 17th Street, Suite 121/#460236,

Ft. Lauderdale, FL 33346

Attention: Maximiliano Ojeda and Dana Perez

Re: Amendment No. 1 to Equity Distribution Agreement

Dear Mr. Ojeda and Ms. Perez:

Reference is made to the Equity Distribution Agreement, dated as of February 6, 2024 (the “EDA”), between MGO Global Inc (the “Company”) and Maxim Group LLC (“Maxim”). This Amendment No. 1 to the EDA (this “Amendment”) constitutes an agreement between the Company and Maxim to amend the EDA as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the EDA.

1. The defined term “Agreement” in the EDA is hereby amended to mean the EDA as amended by this Amendment.

2. The defined term “Offering Size” in the EDA is hereby amended to mean the Shares having an aggregate offering price of up to $3,389,384.

3. All instances of “$1,650,000” in the EDA are hereby replaced in all instances with “$3,389,384”.

4. Except as expressly set forth herein, all of the terms and conditions of the EDA shall continue in full force and effect after the execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.

5. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

[remainder of page intentionally left blank]

In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Maxim, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the EDA as of the date indicated above.

	Very truly yours,

	MAXIM GROUP LLC

	By:
	Name:
	Title:

Accepted and Agreed:

MGO GLOBAL Inc.

By:
Name:	Maximiliano Ojeda
Title:	Chief Executive Officer

[signature page to MGO Amendment to EDA]

Cover	Jun. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 2024
Entity File Number	001-41592
Entity Registrant Name	MGO GLOBAL INC.
Entity Central Index Key	0001902794
Entity Tax Identification Number	83-1833607
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	515 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