8-K

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) March 16, 2017

XFIT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55372	47-1858485
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25731 Commercentre Drive, Lake Forest, CA	92630
(Address of principal executive offices)	(Zip Code)

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Resignation of David E. Vautrin as Chief Executive Officer, Assumption of Principal Executive Duties by Charles Joiner

On March 16, 2017 David E. Vautrin, Chief Executive Officer of XFit Brands, Inc. (the “Registrant”), resigned his officer positions with the Registrant, to pursue other opportunities. Mr. Vautrin did not resign as a result of any disagreement with the Registrant and will remain a member of the Board of Directors. The Board of Directors has begun a search process for a new chief executive officer. Until a successor is identified or otherwise directed, David E. Vautrin has agreed to act as interim principal executive officer, and Charles Joiner, who currently serves as President of the Registrant and a member of its Board of Directors, will assume the operational responsibilities of the business. Mr. Vautrin is not receiving compensation as interim principal executive officer.

In connection with Mr. Vautrin’s resignation, Mr. Vautrin agreed to extend the date by which accrued and unpaid salary and vacation pay from the 72 hours mandated under California law for 90 days to June 16, 2017. This amounts to $61,133.03. Mr. Vautrin can, at his sole election, convert such compensation as listed above in shares of the Registrant’s common stock at the lessor of 15 cents or 25% discount to the fair market value on the date of election of Mr. Vautrin. For the purposes of Waiver, the “fair market value” shall be shall be the prior ten-day volume-weighted average price (“VWAP”) of the common stock on the principal trading market determined as of date Mr. Vautrin elects the option to convert to common stock pursuant to the Waiver Agreement.

In addition, Mr. Vautrin has personally guaranteed the Registrant’s $35,000 line of credit with Wells Fargo and its corporate credit card with a $50,000 credit limit. The Registrant has agreed to stop using these credit facilities and to pay them off or otherwise obtain a release of Mr. Vautrin’s guarantee within 90 days. In the event that it is determined by Mr. Vautrin that his guaranty can not be removed, then Mr. Vautrin at his sole discretion can take action to remove his name as the CEO and or guarantee to any banking or Registrant related documents. In the event that the Registrant does not payoff in full the $35,000 working capital line and credit card in full within the 90 days, then Mr. Vautrin can, at his sole election, convert the balance of such personally guaranteed obligations as listed above into shares of the Registrant’s common stock at the lessor of $0.15 per share or a 50% discount to the fair market value (as defined above) on the date of election of Mr. Vautrin and payoff such upon receipt from such new share issuance. The Registrant will pay the costs of any legal opinion required for removal of restrictive legend for shares issued pursuant to this Agreement.

If permitted under the Registrant’s health plan, and at Mr. Vautrin’s sole discretion, he may off set the back pay with continued use of the existing current health and car insurance coverage for him and his family.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1        Waiver Agreement between the Registrant and David E. Vautrin dated March 16, 2017.

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.

	XFIT BRANDS, INC.
	(Registrant)
Date: March 16, 2017	By:	/s/ David E Vautrin
		David E. Vautrin
		Interim Principal Executive Officer

EX-10.1

WAIVER AGREEMENT

This Waiver Agreement (“Agreement”) is made this 16^th day of March 2017 by and between:

XFit Brands, Inc. (hereinafter referred to as the “Company”),

- and -

David E. Vautrin, of the City of Aliso Viejo, California (hereafter referred to as the “Executive”). Corporation and Executive are individually referred to as a “Party” and collectively as the “Parties”.

BACKGROUND

1.	California law provides that upon termination of an employee all accrued salary and other obligations of the employer to the employee must be paid within 72 hours unless otherwise agreed in writing. The Executive’s employment termination date will effective and recorded as March 10, 2017.
2.	The Executive is willing to extend the obligations of the Company to make such payments in the time frame provided by California law provided the Company acts in accordance with the terms and conditions provided herein.
3.	The Executive is also willing to provide ongoing consulting services to the Company upon the terms and conditions herein.

AGREEMENT

1.

The Executive hereby agrees to extend the requirement under California law that accrued and unpaid salary be paid within 72 hours of Executive ceasing to act as Chief Executive Officer of the Company to 90 calendar days which will be due on June 16, 2017.

2.

Company hereby acknowledges that it owes to the Executive $18,076.91 in accrued and unpaid base salary through 2/27/17; $13,056.12 in accrued and unpaid variable compensation through 12/31/16; and $30,000 in bonus payable from 2009 which remains unpaid. The Company hereby agrees to pay such amounts above totaling $61,133.03 plus unused vacation to the Executive within 90 days of the termination date hereof. The Executive can, at its sole election, convert such compensation as listed above in shares of the Company’s common stock at the lessor of 15 cents or 25% discount to the fair market value on the date of election of the Executive. For the purposes of this Agreement, the “fair market value” shall be shall be the prior ten-day volume-weighted average price (“VWAP”) of the common stock on the principal trading market determined as of date the Executive elects the option to convert to common stock pursuant to this Agreement.

3.	The Company acknowledges that the Executive has personally guaranteed certain obligations for the benefit of the Company including its working capital line with Wells Fargo (the “Working Capital Line”) of $35,000 and it’s corporate credit card (the “Credit Card”) with a current credit limit of $50,000. Until such time as it removes Executive from the personal guarantee the Company shall not borrow any additional amounts under the Working Capital Line and shall not use the Credit Card until the Executive’s personal guarantee is removed. The Company agrees to continue to make no less than the minimal required payments per Wells Fargo as stated within each account online. The Company shall use all reasonable commercial efforts to remove Executive’s personal guarantee from the Working Capital Line and the Credit Card within 90 days of this Agreement. In the event that it is determined by the Executive that his name can not be removed, then the Executive at his sole discretion can take action to remove his name as the CEO and or guarantee to any banking or Company related documents. The Company shall indemnify the Executive for any loss, cost or expense associated with Executive’s actions taken in accordance with the preceding sentence. In the event that the Company does not payoff in full the $35,000 Working Capital Line and Credit Card in full within the 90 days, then the Executive can, at his sole election, convert the balance of such personally guaranteed obligations as listed above into shares of the Company’s common stock at the lessor of $0.15 per share or a 50% discount to the fair market value (as defined above) on the date of election of the Executive and payoff such upon receipt from such new share issuance. The Company will pay the costs of any legal opinion required for removal of restrictive legend for shares issued pursuant to this Agreement. To the extent permitted by law the shares will be treated as shares issued pursuant to the 2014 Stock incentive plan.
4.	If permitted under the Company’s health plan, and at the executive’s sole discretion, he may off set the back pay with continued use of the existing current health and car insurance coverage for him and his family. The Company shall agree to cover such expenses until either the aforementioned expenses in Sections 2 and 3 are satisfied in full or Executive chooses otherwise.
5.	The Executive shall have the right, but not obligation to remain on the Board of Directors of the Company until the above obligations are paid in full.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

XFit Brands		David E. Vautrin, Individually
By:	/s/ Brent D. Willis	By:	/s/ David E. Vautrin
Name:	Brent D. Willis	Name:	David E. Vautrin
Title:	Chairman	Date:	March 16, 2017
Date:	March 16, 2017