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: November 3, 2016

Function(x) Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-13803	33-0637631
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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

(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):

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o              Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17  CFR 240.14d-2(b)).

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

As disclosed in the Company’s Current Report on Form 8-K/A filed on October 28, 2016, the Company did not make the first amortization payment of approximately $444,444.44, plus accrued interest of approximately $113,580 under the Debentures issued in connection with its private placement (the “Private Placement”) of $4,444,444.44 principal amount of Convertible Debentures (the “Debentures”) and Common Stock Purchase Warrants (the “Warrants”).

As previously disclosed, the Company has entered into waiver agreements with purchasers of the Debentures (“Purchasers”) holding approximately 87% of the principal amount of the Debentures with respect to the failure to make the first amortization payment. Pursuant to the terms of the Waiver, the Purchasers have agreed to waive the payment of the amortization payments and accrued interest due for October 2016 and November 2016. In consideration for waiving the payment terms of the Debentures, the Company has agreed to pay, upon execution of the Waiver, 10% of the Amortization Amount that became due on October 12, 2016 and has agreed to pay on November 12, 2016 10% of the Amortization Amount due in November 2016. All other amounts will be due and payable in accordance with the terms of the Debentures, with the deferred payments due at maturity.

The Company did not receive a waiver from one of its debenture holders, holding approximately 13% of the principal amount of the Debentures with respect to the event of default arising out of the Company’s failure to make the first amortization payment when due. Pursuant to the terms of the Debentures, such holder has sent a notice of acceleration, stating that the Company owes $695,679.56, reflecting the principal amount of the Debenture plus interest through November 1, 2016. Interest will accrue at 18% until this amount is satisfied. The Company is seeking to settle the matter with the holder; however, there can be no assurance that an agreement will be reached.

As previously disclosed, the Company has not maintained the Minimum Cash Reserve as required by the Purchase Agreement. Pursuant to the terms of the Debentures, the failure to cure the failure to maintain the Minimum Cash Reserve within three trading days constitutes an Event of Default. Among other things: (1) at the Purchaser’s election, the outstanding principal amount of the Debentures, plus accrued but unpaid interest, plus all interest that would have been earned through the one year anniversary of the original issue date if such interest has not yet accrued, liquidated damages and other amounts owed through the date of acceleration, shall become, immediately due and payable in either cash or stock pursuant to the terms of the Debentures; and (2) the interest rate on the Debentures will increase to the lesser of 18% or the maximum allowed by law. In addition to other remedies available to the Purchasers, our obligation to repay amounts due under the Debentures is secured by a first priority security interest in and lien on all of our assets and property, including our intellectual property, and such remedies can be exercised by the Purchasers without additional notice to the Company.

The Waivers entered into with some of the Purchasers related to the failure to pay the amortization amounts do not address the failure to maintain the Minimum Cash Reserve.

In addition, the Company reported in the Form 8-K/A filed on October 28, 2016 that the events of default under the Debentures also constituted a default under the note issued in connection with the acquisition of Rant, Inc (the “Rant Note”). The holder of the Rant note has executed a waiver that provides that, until May 15, 2017, the events of default arising out of the failure to pay the amounts due under the Debentures as of the date of the waiver and the failure by the Company to maintain the Minimum Cash Reserve shall not constitute events of default for purposes of the Rant Note. .

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Waiver Agreement between the Company and 1811420 Delaware Trust

	FUNCTION(X) INC.
Date: November 9, 2016	By:	/s/ Mitchell J. Nelson
		Name:  Mitchell J. Nelson
		Title:   Executive Vice President

EX-99.1

WAIVER

THIS WAIVER (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Waiver”) is made this ______ day of November 2016, by and between FUNCTION(X) INC., a Delaware corporation (hereinafter referred to as “the Company”) and 1811420 Delaware Trust (the Holder”).

W I T N E S S E T H :

WHEREAS, the Company and Rant, Inc. (“Rant”) previously entered into that certain Asset Purchase Agreement dated as of July 12, 2016 (the “Purchase Agreement”) in connection with the purchase by the Company of certain assets of the Rant as specified in the Purchase Agreement;

WHEREAS, pursuant to the terms of the Purchase Agreement, the Company issued a 12% Secured Convertible Promissory Note in the principal amount of $3,000,000 to Rant (the “Note”), which Note has subsequently been assigned to the Holder;

WHEREAS, the Note provides that a default by the Company under any indebtedness owed by the Company constitutes an Event of Default for purposes of the Note;

WHEREAS, the Company is in default under the terms of certain Debentures issued in connection with a private placement completed on July 12, 2006 (the “Debentures”) with respect to the payment of the Amortization Amount (as defined in the Debentures) and with respect to the Minimum Cash Reserve (as defined in the Debentures);

WHEREAS, the Company has requested that the Holder agree to waive the Event of Default under the Note that has been created by both (i) the failure to pay the Amortization Amount due and payable as of the date of this Waiver and (ii) the failure to maintain the Minimum Cash Reserve under the terms of the Debentures; and

WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Purchase Agreement or the Note, as applicable.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder agree as follows:

1.Waiver by Holder. Without waiving the Holder’s rights and remedies under the Note, and subject to the terms and conditions set forth herein and the Note, the Company and the Holder agree to waive until the Maturity Date of the Note, the Event of Default under Section 6(a)(xi) of the Note as a result of (i) the Company’s failure to pay the Amortization Amount under the Debentures due and payable as of the date of this Waiver and (ii) the failure by the Company to maintain the Minimum Cash Reserve under the Debentures and agree that no Event of Default has or will have occurred pursuant to the terms of Section 6(a)(xi) of the Note so long as the Company has complied with the terms and conditions of this Waiver.

2.Representations and Warranties. To induce the Holder to enter into this Waiver, and as partial consideration for the terms and conditions contained herein, the Company makes the following representations and warranties to the Holder, each and all of which shall survive the execution and delivery of this Waiver:

(a)Authority. The Company has taken all necessary corporate action to duly authorize the execution, delivery, and implementation of this Waiver and all documents, agreements, and instruments executed by them in connection herewith.

(b)Other Consents. No consent, waiver, approval, or other authorization of or by any court, administrative agency, or other governmental or quasi-governmental authority is required in connection with the execution and delivery of or compliance with this Waiver or any other document or instrument relating to this Waiver.

(c)No Conflict. The execution and delivery of this Waiver and all other documents and instruments executed in connection herewith will not conflict with, or result in a breach of (i) the terms, conditions or provisions of the incorporating or formation documents or by-laws of the Company; or (ii) any mortgage, lease, agreement, or other instrument, or any applicable law, judgment, order, writ, injunction, decree, rule or regulation of any court, administrative agency or other governmental authority to which the Company is a party or by which any of the Company’s properties are bound.

(d)Valid and Binding Agreement. This Waiver is, and each of the documents executed pursuant hereto, are legal, valid, and binding obligations of the Company, enforceable against each such party in accordance with their respective terms, subject only to limitations imposed by virtue of federal/state bankruptcy or insolvency laws.

3.Events of Default. This Waiver does not waive or modify any Events of Default under the Note or the rights and remedies of the Holder thereunder except as specifically described in Section 1 of this Waiver.

4.Remedies. Upon the Maturity Date, the Holder’s obligations hereunder shall terminate and the Holder shall have and may exercise, at its option, all of the remedies set forth herein, in any of the documents executed in connection herewith in the Note and/or under applicable law.

5.Miscellaneous.

(a)Ratification and Confirmation. Except as amended and supplemented hereby, all of the terms and provisions of the Note shall remain in full force and effect and, except as expressly amended hereby, are hereby ratified and confirmed. The Company ratifies and confirms that the Note are valid and binding obligations and enforceable in accordance with their respective terms.

(b)Conflict. In the event and to the extent of any conflict between the provisions of this Waiver or the documents executed in connection with this Waiver and the provisions of the Note, the provisions of this Waiver or the documents executed in connection with this Waiver with respect thereto shall govern.

(c)Survival of Representations and Warranties. All representations and warranties contained in this Waiver, the documents executed in connection herewith and the Note shall survive the execution of this Waiver and are material and have been or will be relied upon by the Holder, notwithstanding any investigation made by any person, entity or organization on either the Holder’s or the Company’s behalf. No implied representations or warranties are created or arise as a result of this Waiver.

(d)No Waiver. No failure or delay on the part of the Holder in the exercise of any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

(e)Governing Law. This Waiver shall be construed in accordance with and governed by the internal laws of the State of Delaware.

(f)Integration. This Waiver and the documents referred to, comprising or relating to this Waiver constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

(g)Amendment and Waiver. No amendment of this Waiver, and no waiver, discharge or termination of any one or more of the provisions hereof, shall be effective unless set forth in writing and signed by all of the parties hereto.

(h)Successors and Assigns. This Waiver (i) shall be binding upon the Holder and the Company and their respective nominees, successors, and assigns, and (ii) shall inure to the benefit of the Company and the Holder and to their respective nominees, successors and assigns; provided, however, that the Company may not assign any of their respective rights hereunder or interests herein without first obtaining the express written consent of the Holder, and any such assignment or attempted assignment shall be void and of no effect with respect to the Holder.

(i)Severability of Provisions. Any provision of this Waiver that is held to be inoperative, unenforceable, void or invalid in any jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable, void or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability or validity of that provision in any other jurisdiction, and to this end the provisions of this Waiver are declared to be severable.

(j)No Third‑Party Beneficiaries. Notwithstanding anything to the contrary contained herein, no provision of this Waiver or any other document executed in connection herewith is intended to benefit any party other than the signatories hereto nor shall any such provision be enforceable by any other party.

(k)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, BY ITS EXECUTION HEREOF, AND THE HOLDER BY THEIR ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WAIVER, THE NOTE, ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS WAIVER, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE HOLDER TO ACCEPT THIS WAIVER.

(l)Counterparts. This Waiver may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Waiver. This Waiver shall be deemed to have been executed and delivered when the Holder has received counterparts hereof executed by all parties listed on the signature pages below.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties to this Waiver have caused this Waiver to be executed and delivered, all as of the date first written above.

FUNCTION(X) INC.

By:

Name:

Title:

1811420 DELAWARE TRUST

By:

Name:

Title:

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US_ACTIVE-128906990.7-BFPETRIL