Form 8-K One Horizon Group, Inc.

Current report, items 7.01 and 9.01

Published: 2018-11-29 10:00:04
Submitted: 2018-11-29
Period Ending In: 2018-11-29
s114308_8k.htm FORM 8-K

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One Horizon Group, Inc.




Delaware 001-36530 46-3561419
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification Number)


34 South Molton Street, London W1K 5RG, United Kingdom

(Address of Principal Executive Offices)


+44(0)20 7409 5248

(Issuer Telephone Number)


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 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))


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 7.01

Regulation FD Disclosure.


 On November 29, 2018, One Horizon Group, Inc. issued a press release reporting on business developments at its Browning Productions & Entertainment, Inc. majority-owned subsidiary. A copy of the press release is attached as Exhibit 99.1. 


The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing..


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description  
99.1   Press Release issued on November 29, 2018.




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.


Dated: November 29, 2018


  By: /s/ Martin Ward  
    Name: Martin Ward  
    Title: Chief Financial Officer  



s114308_ex99-1.htm EXHIBIT 99.1

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Exhibit 99.1






One Horizon Group’s Browning Productions & Entertainment

Provides Business Update


LONDON, LOS ANGELES AND MIAMI – November 29, 2018 – One Horizon Group, Inc. (Nasdaq: OHGI) is pleased to report that its majority-owned subsidiary Browning Productions & Entertainment (“Browning”) has been selected to produce and distribute numerous television programs spanning dozens of episodes in 2019 for acclaimed television networks including A&E, FYI and History Channel. See


Following the success of Browning’s “Wine Warriors” ( and the spin-off, “Whisky Warriors,” on A&E’s FYI Network, Browning has received the ‘green light’ for pre-production of the highly-anticipated, “Craft Crusaders,” showcasing the craft beer industry and microbreweries around the globe.


FYI expects to air 18 episodes during the first two quarters of 2019. Based on sponsorship sales and licensing, Browning is anticipating an additional $400,000 in revenue.


During the past month, Browning has been filming “The Cryptos,” a television series focused on the cryptocurrency industry and blockchain technologies; the ‘who’s who, how and why of this highly misunderstood industry.’


Already slated for 10 episodes, which will commence in the first quarter of 2019, Browning is anticipating revenue from “The Cryptos” in excess of $500,000.


Browning has also begun pre-production of “WakeSetters,” highlighting the boating lifestyle, top brands and vessels, for which it has also received a commitment to air 10 episodes in 2019 from one of the top cable networks.


“With the support of One Horizon Group and the collective knowledge of One Horizon’s Love Media House ( and 123Wish (, Browning’s future has never looked brighter,” said Browning President, William Browning. “The acquisition by One Horizon was at the perfect time for our growth and expansion and we are expecting record revenues in 2019 and look forward to announcing several additional projects.”


Safe Harbor Statement

This news release may contain “forward-looking” statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ from those in the forward looking-statements. Potential risks include such factors as the inability to enter into agreements with parties with whom we are in discussions, the uncertainty of consumer demand for the Company’s products, as well as additional risks and uncertainties that are identified and described in the Company’s SEC reports. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.





About One Horizon Group, Inc.


One Horizon Group, Inc. (Nasdaq: OHGI) is a media and digital technology acquisition and software company, which owns Love Media House, a full-service music production, artist representation and digital media business; Horizon Secure Messaging, an Asia-based secure messaging business; and Banana Whale Studios, a gaming software development company. OHGI also holds a majority interest in 123Wish, a subscription-based, experience marketplace, as well as majority interest in Browning Productions & Entertainment, Inc., a full service digital media and television production company.


For more information, please visit


Darrow Associates Contacts for OHGI


Bernie Kilkelly/Jordan Darrow
(516) 236-7007



Additional Files
0001615774-18-013416.txt   Complete submission text file   37760

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