Brian Altounian

May 20, 2015

, the Board of Directors of Wowio, Inc. (the "Company") issued 4shares of Series D Preferred Stock (the "Preferred Stock") to Brian Altounian ,the Company's Chief Executive Officer and Chairman, and a beneficial shareholderof the Company. No solicitation was made in connection with these transactionsand no underwriting discounts were made or given. The Company believes that theissuance of the Series D Preferred Stock was a transaction not involving apublic offering and was exempt from registration with the Securities andExchange Commission pursuant to Rule 4(2) of the Securities Act of 1933. Item 3.03 Material Modification to Rights of Security Holders On May 12, 2015 , the Board of Directors of the Company approved the creation ofSeries C, D, E , and F shares of Preferred Stock ("the Preferred Classes"). Therights, preferences, privileges, restrictions and characteristics of thePreferred Classes are detailed in the Certificates of Designation to theCertificate of Formation, collectively filed hereto as an exhibit to thisfiling. Item 5.01 Changes in Control of Registrant As of , in connection with the issuance of the Preferred Sharesdescribed in Item 3.02 above, Brian Altounian , the largest shareholder of theCompany, held a controlling beneficial interest in the Company and as a resultmay unilaterally determine the election of the Board and other substantivematters requiring approval of the Company's stockholders. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in FiscalYear As noted in Item 3.03, on May 12, 2015 , the Board of Directors of the Companyapproved the creation of the Preferred Classes. The rights, preferences,privileges, restrictions and characteristics of the Preferred Classes aredetailed in the Certificates of Designation to the Articles of Incorporation,collectively filed hereto as an exhibit to this filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3(i) Certificates of Designation to the Certificate of Formation of Wowio, Inc. (Series C, D, E, and F Preferred Stock) © Edgar Online, source