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 22, 2018

Ominto, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-37639		13-4067623
(State or other jurisdiction of incorporation)		(Commission 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 3.02 Unregistered Sales of Equity Securities.

On June 22, 2018, Ominto, Inc., a Nevada corporation (the “Company”), effected a private placement of 1,305,000 shares of common Stock, par value 0.001, at a price of $0.37 per share, for aggregate proceeds to the Company of $482,850 (the “Offering”). Michael Hansen, the Chief Executive Officer and the Chairman of the Board of the Company and Samer Choucair, a director of the Company, purchased 1,000,000 and 305,000 shares of common stock, respectively, in the Offering. The Offering was completed pursuant to Regulation S of the Securities Act of 1933, as amended.

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.

	OMINTO, INC.
Date: June 28, 2018
	By:	/s/ Jim Spielman
		Name: Jim Spielman
		Title: Chief Financial Officer

Ominto, Inc. 8-K