Current Report Filing (8-k)
June 01 2017 - 4:36PM
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:
May 25, 2017
Function(x)
Inc.
(Exact
name of Registrant as Specified in its Charter)
Delaware
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0-13803
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33-0637631
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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902
Broadway, 11
th
Floor
New York, New York
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10010
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
231-0092
(Registrant’s
Telephone Number, including Area Code)
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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[ ]
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
As
previously reported on the Company’s Current Report on Form 8-K filed on April 19,2017, on April 18, 2017, the Company entered
into a Note Exchange Agreement (the “Exchange Agreement”) with the holder of the $3,000,000 promissory note issued
by the Company on July 8, 2016, in connection with the Company’s acquisition of the assets of Rant, Inc., and issued its
Amended and Restated 12% Secured Convertible Promissory Note (the “Note”) in the amount of $3,284,000, which Note
matures on June 1, 2017. The failure of the Company to file its Form 10-Q for the period ending March 31, 2017, constitutes a
“Public Information Failure” (as defined in the Exchange Agreement) and as a result, the Company became obligated
to pay the Holder, an amount in cash equal to one percent (1%) of the greater of the product of (A) the aggregate number of shares
of common stock which the holder is entitled to convert pursuant to the Note and (B) the closing bid price of the common stock
on the trading day immediately preceding the Public Information Failure, and on every 30
th
day (prorated for periods
less than thirty days) thereafter until the Public Information Failure is cured. The payments are due on the earlier of the last
day of the month in which the Public Information Failure occurred and the third business day after the failure is cured. If not
paid timely such payments bear interest at the rate of 1.5% per month (prorated when made). The Company does not anticipate it
will be able to pay the Note on the due date and therefore will be in default under the Note on the date that is five business
days following the due date.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May
25, 2017, Function(x) Inc. (the “Company”) received written notice from the Listing Qualifications Department (the
“Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Company no longer satisfied Nasdaq’s
filing requirement, as set forth in Nasdaq Listing Rule 5250(c)(1), due to its failure to timely file the Form 10-Q for the period
ended March 31, 2017 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) and that
the Company’s common stock was subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq
Hearings Panel (the “Panel”).
The Company
requested a hearing before the Panel, at which hearing the Company will present its plan to regain compliance with the filing requirement
and to request an extension, if necessary, within which to do so. The hearing request will automatically stay any delisting action
by the Staff through June 16, 2017; however, as part of the hearing request, the Company also requested that the stay be extended
pending the issuance of the Panel’s decision and the expiration of any extension granted by the Panel following the hearing.
There can be no assurance that the stay will be extended or that the Panel will ultimately grant the Company’s request for
continued listing on Nasdaq.
The filing
deficiency is in addition to the bid price deficiency, of which the Company was notified by the Staff on April 7, 2017 and granted
a grace period within which to regain compliance through October 4, 2017, as reported on the Current Report on Form 8-K filed on
April 13, 2017.
Item
8.01 Other Events
On
June 1, 2017, the Company issued a press release relating to the notice received from the Staff. A copy of the press release is
attached as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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99.1
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Press
release issued June 1, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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FUNCTION(X) INC.
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By:
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/s/
Mitchell J. Nelson
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Name:
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Mitchell
J. Nelson
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Title:
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Executive
Vice President and Secretary
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DATE:
June 1, 2017
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