Current Report Filing (8-k)
December 20 2016 - 2:49PM
Edgar (US Regulatory)
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)
December 16, 2016
XFIT
BRANDS, INC
.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55372
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47-1858485
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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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25731
Commercentre Drive, Lake Forest, CA
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92630
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(949) 916-9680
(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 (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))
ITEM
1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT WITH PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO
On
December 16, 2016 we entered into an Amended and Restated Note Purchase Agreement (the “Agreement”) with PIMCO Funds:
Private Account Portfolio Series: PIMCO High Yield Portfolio (“PIMCO”) pursuant to which we issued a $3.5 million
9% Senior Secured Fixed Rate Note due July 12, 2020 (the “Note”). The Note refinanced our prior 14% Senior Secured
Note in the principal amount of $2.5 million (the “Prior Note”), providing us with an additional $1 million in working
capital. As with the Prior Note, the Note is secured by a lien on substantially all of our assets (other than those sold pursuant
to our factoring agreement with Crown Financial).
In
connection with the Agreement, (i) PIMCO converted $ 278,689 in accrued and unpaid interest into 1,990,639 shares of our common
stock. In addition we had previously issued PIMCO a warrant to purchase ten percent of our equity at an exercise price of $1.5
million. We amended the terms of the common stock purchase warrant previously issued to PIMCO to reduce the exercise price thereof
to $350,000.
The
foregoing descriptions of the Agreement, Note and the amended common stock purchase warrant are qualified in its entirety by reference
to the provisions of such agreements filed as exhibits to this Current Report on the Form 8-K which are incorporated herein by
reference.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
Reference
is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The
Note provides for monthly payments of interest at the rate of 9% per annum, with the principal due at maturity on July 12, 2020.
The principal and interest on the Note will be accelerated upon an event of default as provided in the Note. The Agreement and
the Note provide for standard representations and warranties. The Agreement prohibits us from paying cash dividends on our shares
or our repurchasing shares of common stock.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Reference
is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The
issuances of the Note, the shares of common stock issued upon conversion of accrued interest and the amended common stock purchase
warrant were exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act (“Regulation D”). The Company made this determination based on the representations of PIMCO
that PIMCO is an “accredited investor” within the meaning of Rule 501 of Regulation D and has access to information
about the Company and its investment.
The
Company did not pay any brokerage commissions or finders’ fees in connection with the transactions with PIMCO.
This
Report is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not been registered
under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from
registration under the Securities Act.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
10.1
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Amended
and Restated Note Purchase Agreement dated as of December 16, 2016
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10.2
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9%
Senior Secured Fixed-Rate Note due July 12, 2020
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10.3
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Amended
and Restated Common Stock Purchase Warrant
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10.4
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Amended
and Restated Pledge And Security Agreement
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10.5
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Patent
Security Agreement
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10.6
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Trademark
Security Agreement
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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 hereunto duly authorized.
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XFIT BRANDS, INC.
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(Registrant)
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Date:
December 20, 2016
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By:
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/s/
David E. Vautrin
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David
E. Vautrin
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Chief
Executive Officer
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