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): September 16, 2016

Function(x) Inc.

(Exact name of Registrant as specified in its charter)

Delaware	01-13803	33-0637631
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

902 Broadway, 11th Floor, New York, New York	10010
(Address of principal executive offices)	(Zip code)

(212) 231-0092

(Registrant’s telephone number including area code)

N/A

(Former name and 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September16, 2016, Function(x) Inc. amended its Certificate of Incorporation (the "Amendment") to effect a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1 for 20 (the "Reverse Stock Split"). Owners of fractional shares outstanding after the Reverse Stock Split will be paid cash for such fractional interests. The effective date of the Reverse Stock Split is September 16, 2016. A copy of the Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

As previously disclosed on the Company's Current Report on Form 8-K dated September 6, 2016, the Nasdaq Hearings Panel has granted the Company an extension until September 30, 2016 to comply with the minimum stock price requirement. The Company has filed the Amendment and is undertaking the Reverse Stock Split in an effort to comply with such minimum stock price requirement.

Item 8.01 Other Events

On September 16, 2016, the Company issued a press release relating to the reverse split.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit        Description

3.1        Amendment to Certificate of Incorporation of Function(x) Inc.

99.1        Press Release.

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.

	Function(x) Inc.
Date: September 16, 2016	By:	/s/ Mitchell J. Nelson
		Name: Mitchell J. Nelson
		Title: Executive Vice President

EX-3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

FUNCTION(X) INC.

Under Section 242 of the Delaware General Corporation Law

Pursuant to Section 242, of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned, FUNCTION(X) INC., a Delaware corporation, does hereby certify as follows:

1. The name of the corporation is Function(x) Inc. (the “Corporation”).

2.The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FOURTH thereof in its entirety and replacing it in its entirety with the following:

“FOURTH:    A. The Corporation shall be authorized to issue three hundred million (300,000,000) shares of common stock, par value $0.001 per share (“Common Stock”).

B.    The Corporation shall be authorized to issue one million (1,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”). The shares of Preferred Stock may be issued in any number of series, as determined by the Board of Directors. The Board may by resolution fix the designation and number of shares of any such series, and may determine, alter or revoke the rights, preferences, privileges and restrictions pertaining to any wholly unissued series. The Board may thereafter in the same manner increase or decrease the number of shares of any such series (but not below the number of shares of that series then outstanding).

C.    Effective as of September 16, 2016, each share of Common Stock (the “Old Common Stock”), issued and outstanding at such time shall be automatically reclassified and changed into one-twentieth of one share of Common Stock, without any action by the holder thereof, and provided that fractional shares shall be redeemed (the “Reverse Stock Split”).

D.    Effective as of September 16, 2016, each certificate outstanding and previously representing shares of Old Common Stock shall, until surrendered and exchanged, be deemed, for all corporate purposes, to constitute and represent the number of whole shares of Common Stock into which the issued and outstanding shares of Old Common Stock previously represented by such certificate were converted by virtue of the Reverse Stock Split.”

3.The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate was duly authorized by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the DGCL, and by the affirmative vote of a majority of the Corporation’s outstanding capital stock entitled to vote thereon by written consent in accordance with the provisions of the DGCL.

4.The amendment to the Certificate of Incorporation shall be effective as of September 16, 2016.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate and affirmed that the statements made herein are true under penalties of perjury this 9th day of September, 2016.

FUNCTION(X) INC.

By:    

Name:    Mitchell J. Nelson            

Title:    Executive Vice President and Secretary

EX-99.1

Function(x) Inc. Announces Reverse Stock Split

1-for-20 Reverse Stock Split and Adjustment of Authorized Shares Effective September 16, 2016

NEW YORK – September 16, 2016 – Function(x) Inc. (Nasdaq: FNCX) (the “Company”) today announced a reverse stock split of its shares of common stock at a ratio of 1-for-20 shares effective when the market opens on September 16, 2016. At the market open on Friday, September 16, 2016, the Company’s common stock will begin trading on a split-adjusted basis, under the same trading symbol, FNCX.

As a result of the reverse split, each 20 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders. The reverse split will also apply to common stock issuable upon the exercise of the Company’s outstanding warrants and stock options.

As a result of the reverse stock split, the Company’s issued and outstanding shares of common stock will decrease to approximately 3,023,753 shares, post-split, from approximately 60,475,058 shares, pre-split. No fractional shares will be issued as a result of the reverse split. Owners of fractional shares outstanding after the reverse stock split will be paid cash for such fractional interests.

The reverse split was approved by the Company’s Board of Directors on September 9, 2016, in part, to enable the Company to regain and maintain compliance with the minimum closing bid price of $1.00 per share for continued listing on The Nasdaq Capital Market. 

Robert F.X. Sillerman, Executive Chairman and Chief Executive Officer, said, “With this reverse stock split, we expect to satisfy Nasdaq’s minimum bid price requirement and to maintain compliance with that requirement as we move forward with the development of our business. We are highly confident about the long-term prospects of our Company as we continue to make Function(x) a premier destination for digital content consumption.”

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 16, 2016, a copy of which is available at www.sec.gov.

About Function(x) Inc. 

Function(x) operates Wetpaint.com, the leading online destination for entertainment news for millennial women, covering the latest in television, music, and pop culture, and Rant, a leading digital publisher with original content in 13 different verticals, most notably in sports, entertainment, pets, cars and food.  Function(x) Inc. is also the largest shareholder of DraftDay Gaming Group, which is well-positioned to become a significant participant in the expanding fantasy sports market, offering a high-quality daily fantasy sports experience both directly to consumers and to businesses desiring turnkey solutions to new revenue streams.  Function(x) Inc. also owns Choose Digital, a digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. For more information, visit www.functionxinc.com.

Forward-Looking Statements 

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. All information provided in this press release is as of the date of this release. Except as required by law, Function(x), Inc.undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. 

Contact: 

For Function(x):
Investors:

Birame Sock, 212-231-0092

President & Chief Operating Officer

bsock@functionxinc.com

or

Media Relations:
IRTH Communications
Robert Haag, 866-976-4784

Managing Partner