Current Report Filing (8-k)
November 04 2016 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
November
1, 2016
EVINE Live Inc.
(Exact name of registrant as specified in
its charter)
Minnesota
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001-37495
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41-1673770
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(Registrant’s telephone number, including
area code)
Not applicable
(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 obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive
Agreement.
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On September 14, 2016, EVINE Live Inc.
(the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited
investors pursuant to which it agreed to sell (i) shares of the Company’s common stock, (ii) warrants to purchase shares
of the Company’s common stock, and (iii) certain options to purchase additional shares of, and warrants to purchase shares
of, the Company’s common stock. We previously disclosed the details of this transaction (the “Transaction”) by
current report on Form 8-K filed September 15, 2016.
Subsequent to our entry into the Purchase
Agreements, we entered into amendments with each purchaser in the Transaction in order to clarify the determination of the exercise
price of the warrants issuable upon exercise of the options (the “Option Warrants”). The exercise price for the Option
Warrants will be a price per share equal to a 50% premium to the closing price of the Company’s common stock on the trading
day prior to the announcement of the exercise of the related option. Amendments to the options were executed individually with
each of the investors in the Transaction, effective as of November 1, 2016, with each being substantially in the form of the Form
of Option Amendment attached as Exhibit 10.1 of this Current Report.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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10.1
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Form of Option Amendment
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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
hereto duly authorized.
Date: November 3, 2016
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EVINE LIVE INC.
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By:
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/s/ Damon Schramm
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Damon Schramm
Senior Vice President, General Counsel and Secretary
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