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 8, 2018

ALLIANCE MMA, INC.

(Exact name of registrant as specified in its charter) 

Delaware	001-37899	47-5412331
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

590 Madison Avenue, 21st Floor

New York, New York 10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 739-7825

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Item 1.01. Entry into a Material Definitive Agreement.

On March 8, 2018, Alliance MMA, Inc. (the “Company”) (Nasdaq: AMMA) entered into a binding term sheet to settle a stockholder class action lawsuit initially filed in April 2017 against the Company, certain of its current and former officers and directors, and the underwriter in the Company’s initial public offering (the “IPO”). The litigation is pending in the United States District Court for the District of New Jersey. Pursuant to the term sheet and subject to certain conditions, including the approval of the settlement terms by the District Court, the settling parties have agreed to submit a formal, binding stipulation of settlement to the District Court to resolve all claims brought against the defendants. The settlement will provide for a payment to the class of $1,550,000, of which the insurer will pay $1,520,000 and the underwriter in the IPO will contribute $30,000. The Company will be obligated to pay a deductible of $250,000, of which the Company has paid $137,761 in the form of legal fees and expenses incurred in connection with defending the lawsuit.

Item 7.01. Regulation FD Disclosure.

On March 13, 2018, the Company issued a press release announcing the settlement of the class action lawsuit. The press release is attached as Exhibit 99.1.

The information under this Item 7.01 and in Exhibit 99.1 in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated March 13, 2018

******************

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.

	ALLIANCE MMA, INC.
	By:	/s/ Robert L. Mazzeo
		Robert L. Mazzeo
		Chief Executive Officer
Dated: March 13, 2018

EX-99.1

Exhibit 99.1

ALLIANCE MMA Settles Class Action Litigation

NEW YORK, March 13, 2018 – Alliance MMA, Inc. (Nasdaq: AMMA) today announced that it has agreed to settle and resolve a stockholder class action lawsuit initially filed in April 2017 against Alliance, certain of its current and former officers and directors, and the underwriter in Alliance’s initial public offering completed in October 2016. The class action settlement is subject to District Court approval. If approved by the District Court, the settlement will lead to a dismissal of all claims against the defendants in the litigation.

Under the terms of the settlement, the settlement amount attributable to Alliance will be covered in full by its D&O insurer. Alliance’s sole financial responsibility with respect to the settlement will be to pay costs and expenses up to the policy deductible amount of $250,000, of which it has already paid $137,761 in the form of legal fees.

“Given the circumstances in which Alliance found itself, we couldn’t be more pleased with the outcome,” said Bob Mazzeo, CEO of Alliance. “While it remains our view that Alliance did not violate any laws in conducting its initial public offering, settling this case on the terms agreed by the parties is clearly in the best interests of our stockholders.”

“This settlement represents a fresh start for Alliance and provides the new management team with a renewed opportunity to leverage our relationships and build strategic partnerships that we believe will help drive revenues for years to come. At the same time, we will continue implementing our plan to streamline the operation of the business and reduce our expenses as we advance toward profitability.”

About Alliance MMA, Inc.

Alliance MMA is a sports and media company that combines premier regional mixed martial arts (MMA) promotions with event ticketing, media production and talent management services. Our common stock is listed on the NASDAQ stock exchange and we are the only MMA promotion company in the U.S. whose stock is publicly-traded. MMA is the world’s fastest-growing sport with approximately 300 million fans worldwide, according to sports marketing research firm Repucom. Professional MMA fights are legal and regulated by state athletic commissions in all 50 states. For more information, visit www.alliancemma.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “would,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 17, 2017. Alliance MMA encourages you to review other factors that may affect its future results in its other filings with the Securities and Exchange Commission.

Contacts:
James Platek – Investor Relations
212-739-7825
jplatek@alliancemma.com