0000725876-16-000179.txt : 20161125 0000725876-16-000179.hdr.sgml : 20161125 20161125132133 ACCESSION NUMBER: 0000725876-16-000179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161125 DATE AS OF CHANGE: 20161125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Function(x) Inc. CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330637631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35620 FILM NUMBER: 162018111 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: DraftDay Fantasy Sports, Inc. DATE OF NAME CHANGE: 20160208 FORMER COMPANY: FORMER CONFORMED NAME: Viggle Inc. DATE OF NAME CHANGE: 20120607 FORMER COMPANY: FORMER CONFORMED NAME: FUNCTION (X) INC. DATE OF NAME CHANGE: 20110216 8-K 1 form8-k11x21x16assignmento.htm 8-K Document

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 18, 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, 11th 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 1.01 Entry into a Material Definitive Agreement.

On November 18, 2016, Function(x) Inc. (the “Company”) entered into an assignment agreement (the “Assignment”) with Bajaar, LLC, under which the Company agreed to assign all payments received under an office license agreement with Viggle Rewards, Inc. (owned by Perk, Inc.) relating to office space at 902 Broadway, in exchange for a payment of $550,000, of which $500,000 has been funded to date. The original license agreement provided for payment of $16,666 per month, plus a sharing of common expenses, until February 8, 2019.

A copy of the Assignment is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
99.1
License Agreement with Bajaar, LLC


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: November 25, 2016
By:
/s/ Mitchell J. Nelson
 
Name:  Mitchell J. Nelson
 
Title:   Executive Vice President


EX-99.1 2 bajaarassignment.htm EXHIBIT 99.1 Exhibit

ASSIGNMENT
 
 
THIS ASSIGNMENT (this "Assignment") is entered into as of November 17, 2016 (the “Effective Date”) by and between FUNCTION(X) INC., a Delaware corporation with an office at 902 Broadway, 11th Floor, New York, New York 10010 (hereinafter, the “Assignor”) and Bajaar, LLC (hereinafter, the “Assignee”).
 
Statement of Purpose
 
The Assignor is party to that certain License Agreement (hereinafter, the “License Agreement”), dated as of February 8, 2016, with Viggle Rewards, Inc. (hereinafter, the “Licensee”), pursuant to which the Assignor licenses to the Licensee a portion of the 11th Floor of 902 Broadway, New York, New York. The Assignor is hereby agreeing to assign to the Assignee its right to receive all payments from Viggle Rewards under the License Agreement in exchange for the consideration set forth herein.
 
Agreement
 
In consideration of the mutual covenants and promises set forth in this Assignment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and desiring to be legally bound, the parties agree as follows:
 
1.
The Assignor does hereby assign its right to receive all payments from Viggle Rewards pursuant to the License Agreement.

2.
In consideration of the assignment set forth in Section 1 above, the Assignee agrees that it shall pay Assignor Six Hundred Thousand Dollars ($600,000.00) in immediately available US funds on the Effective Date.

3.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (excluding its conflicts of laws rules) and both parties hereby irrevocably submit to the exclusive jurisdiction of the Federal and State courts located in the State of New York, County of New York.

4.
Execution and delivery via electronic transmission of a facsimile or Portable Document Format image of this Agreement shall constitute, for purposes of this Agreement, delivery of an executed original and shall be binding on the parties.

5.
This Assignment contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, express and implied, oral and written. This Assignment may not be modified or amended other than by an agreement in writing, signed by the parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.

FUNCTION(X) INC.                    BAJAAR, LLC
 
By:                            By:                    
Name:                            Name:                    
Title: ___________________________            Title: ___________________________


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