Amended Tender Offer Statement by Issuer (sc To-i/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Monster Digital, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

WARRANTS TO PURCHASE COMMON STOCK

(Title of Class of Securities)

(CUSIP Number of Common Stock Underlying Warrants)

Mr. David Olert, Chief Financial Officer
Monster Digital, Inc.
2655 First Street, Suite 250
Simi Valley, California 93065
(805) 915-4775

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Thomas J. Poletti, Esq.
Manatt, Phelps & Phillips, LLP
695 Town Center Drive, 14 ^th Floor
Costa Mesa, CA 92626
(714) 371-2500

CALCULATION OF FILING FEE:

Transaction valuation ⁽¹⁾		Amount of filing fee ⁽¹⁾⁽²⁾
$1,284,863		$159.97

(1)

Estimated for purposes of calculating the amount of the filing fee only. The transaction is an offer to amend and exercise warrants held by holders of record as of September 19, 2017 to purchase 2,025,000 shares of the Company’s common stock at an exercise price of $5.625 per share issued to investors in the Company’s initial public offering which closing occurred in July 2016 (the “ Original Warrants ”). The shares of common stock underlying the Original Warrants are known as the “ Warrant Shares ”.

The transaction value is calculated pursuant to Rule 0-11 using $0.6345 per share of common stock, which represents the average of the high and low sales price of the common stock on October 10, 2017.

(2)

Calculated by multiplying the transaction value by .0001245.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid: $231.21
Form or Registration Number: 5-90111

Filing Party: Monster Digital, Inc.
Date Filed: September 25, 2017

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of a tender offer: ¨

The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal securities laws.

If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2017 (the “Schedule TO”), relating to an offer by Monster Digital, Inc. (the “Company”) to amend warrants to purchase an aggregate of 2,025,000 shares of the Company’s common stock at an exercise price of $5.625 per share issued to investors in the Company’s initial public offering which closing occurred in July 2016.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 amends and restates only the items of the Schedule TO that are being amended and restated hereby, and unaffected items and exhibits in the Schedule TO are not included herein. This Amendment No. 1 should be read in conjunction with the Schedule TO and the related Offering Materials, as the same may be further amended or supplemented hereafter and filed with the SEC.

Table of Contents

	Page

Item 1. SUMMARY TERM SHEET	1

Item 4. TERMS OF THE TRANSACTION	1

Item 10. FINANCIAL STATEMENTS	1

Item 12. EXHIBITS	2

EX-99(a)(1)(F)

Item 1.

SUMMARY TERM SHEET

The information set forth in Item 4 below is incorporated herein by reference.

Item 4.

TERMS OF THE TRANSACTION

This Amendment No. 1 amends and supplements Items 1 and 4 of the Schedule TO as follows:

Satisfaction of Condition

As described in the Offer to Amend and Exercise, the exercise of the Original Warrants pursuant to this Offer to Amend and Exercise was expressly contingent on the approval of Proposal No. 6 by Company stockholders at that Special Meeting of the Company’s stockholders held on November 9, 2017. Proposal No. 6 was approved by Company stockholders at the Special Meeting and thus this condition to the exercise of the Original Warrants has been satisfied.

Extension of the Offer to Amend and Exercise

The Company has extended the Offer to Amend and Exercise by seven days. The Offer to Amend and Exercise, which was previously scheduled to expire November 17, 2017 at 5:00 p.m. Pacific time, will now remain open until November 24, 2017 at 5:00 p.m. Pacific time (midnight Eastern time), unless further extended. Throughout the Schedule TO, the Offer to Amend and Exercise and the other Offering Materials and Acceptance and Exercise Documents, all references to the Expiration Date of the Offer to Amend and Exercise are hereby amended to extend the Expiration Date of the Offer to Amend and Exercise until 5:00 p.m. Pacific time (midnight Eastern time) on November 24, 2017.

Extension of Offer to Amend and Exercise Period

In the event that the Company elects to extend the Expiration Date, it will issue a notice of such extension by press release or other public announcement, which notice will include the approximate number of Warrant Shares to be purchased pursuant to the Offer to Amend and Exercise based upon the Offering Materials received by the Company as of such date, and will be issued no later than 6:00 a.m. Pacific time (9:00 a.m. Eastern time) on the next business day after the scheduled Expiration Date of the Offer to Amend and Exercise.

Accordingly, Section 7 “Extension of Offer to Amend and Exercise Period; Termination; Amendments” is hereby amended by adding the immediately preceding paragraph after the first sentence thereof.

Item 10.

FINANCIAL STATEMENTS

This Amendment No. 1 amends and supplements Item 10(a) of the Schedule TO as follows:

The Company’s unaudited financial statements as of and for the period ended September 30, 2017 set forth in Part I of the Company’s Form 10-Q for the quarter ended September 30, 2017, as filed with the SEC on November 8, 2017, are incorporated herein by reference.

Item 12.

EXHIBITS

This Amendment No. 1 amends and restates Item 12 of the Schedule TO as follows:

The following are attached as exhibits to this Schedule TO:

(a)

(1) Letter to Holders of Original Warrants*
(A)

(1) Offer to Amend and Exercise*

(B)

(1) Form of Election to Consent, Participate and Exercise Warrant*
(C)

(1) Form of Notice of Withdrawal*
(D)

(1) Form of Amendment to Original Warrant*
(E)

(1) Form of Supplemental Information letter to Holders of Original Warrants
(F)

(b)

Not applicable.

(d)

Warrant Agent Agreement, dated September 18, 2017, by and between the Company and Westpark Capital, Inc.*

(e)

None.

(f)

None.

(g)

None.

(h)

None.

Previously filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.