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 6, 2013

Viggle 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 Material Definitive Agreements

As previously reported on the Company’s Current Report on Form 8-K dated March 14, 2013, on March 11, 2013, Viggle Inc. (the “Company”) entered into a Term Loan Agreement (the “DB Line”) with Deutsche Bank Trust Company Americas (“Deutsche Bank”), under which Deutsche Bank agreed to loan the Company up to $10,000,000.  The DB Line was scheduled to mature on September 11, 2013.  On September 10, 2013, the Company and Deutsche Bank entered into a First Amendment to Term Loan Agreement in the form attached as Exhibit 10.1, which extends the maturity date of the DB Line from September 11, 2013 to December 16, 2013

Item 3.01. Unregistered Sales of Equity Securities.

On March 11, 2013, Viggle Inc. (the “Company”) and Sillerman Investment Company II LLC (“SIC II”), an affiliate of the Company’s Executive Chairman and Chief Executive Officer, entered into an amended and restated line of credit (the “New $25,000,000 Line of Credit”) to the Company, pursuant to which the Company may, from time to time, draw on the New $25,000,000 Line of Credit in amounts of no less than $1,000,000.  On September 6, 2013, the Company drew $2,000,000 under the New $25,000,000 Line of Credit.  Following the September 6, 2013 draw, there is $6,000,000 available to be drawn under the New $25,000,000 Line of Credit.

In accordance with the terms of the New $25,000,000 Line of Credit, the Company issued to SIC II in connection with such draw warrants to purchase 2,000,000 shares of the Company’s Common Stock, par value $0.001 per share.  These warrants shall be exercisable at a price of $1.00 per share and shall expire five (5) years after issuance.

The Company expects to record a stock-based compensation charge of approximately $672,349 relating to these warrants.

The Board of Directors also approved for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the transaction and the issuance of the warrants for purposes of securing an exemption for such acquisition of all such warrants and the shares into which they may be converted by SIC II.  As approved by the Board of Directors, SIC II is a director of the Company by deputization for purposes of securing an exemption for these transactions from the provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

The warrants were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereunder and Rule 506 of Regulation D promulgated thereunder. 

The foregoing descriptions of the New $25,000,000 Line of Credit and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the description thereof in the Company’s Current Report on Form 8-K as filed with the SEC on March 15, 2013 and to the form of New $25,000,000 Line of Credit attached thereto as Exhibit 10.3 and incorporated therein by reference.

Item 8.01. Other Events.

On September 10, 2013, Viggle Inc. (the “Company”) issued a press release relating to the results of a study the Company has undertaken with Nielsen Holdings, N.V.

On September 12, 2013, the Company issued a press release relating to the results of a study of its verified tune-in product using data from social media analytics company Trendrr.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of First Amendment to DB Line
99.1	Press release dated September 10, 2013
99.2	Press release dated September 12, 2013

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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.

	VIGGLE INC.
Date: September 12, 2013	By:
		Name:  Mitchell J. Nelson
		Title:    Executive Vice President

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EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT

TO

TERM LOAN AGREEMENT

FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of September 10, 2013, by and between VIGGLE INC., a Delaware corporation (“Borrower”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, and its successors and assigns (“Lender”).

RECITALS:

WHEREAS, Borrower and Lender have entered into that certain Term LoanAgreement, dated as of March 11, 2013 (as amended, restated, modified and/or supplemented from time to time, the “Loan Agreement”; except as otherwise herein expressly provided, all capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement), pursuant to which Lender provides Borrower with certain financial accommodations;

WHEREAS, Borrower has requested that Lender make certain amendments to the Loan Agreement including extending the Maturity Date from September 10, 2013 to December 16, 2013; and

WHEREAS, Lender has agreed to such amendments on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.Amendment to Loan Agreement.  Subject to satisfaction of the conditions precedent set forth in Section 2 below, Borrower and Lender hereby agree to amend the Loan Agreement as follows:

(a)The following definition is hereby inserted in Section 1.1 of the Loan Agreement in its appropriate alphabetical order:

“Permitted Noteholders” means, collectively, each Person to whom Sillerman II assigns a portion of the Indebtedness under the Sillerman II Note.

(b)The following definitions set forth in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety to provide as follows:

“Maturity Date” means the earlier to occur of (i) December 16, 2013 or (ii) the date upon which Lender declares the Obligations due and payable after the occurrence and during the continuance of an Event of Default.

“Sillerman II Note” means that certain Amended and Restated Line of Credit Grid Note dated as of the date hereof made by Borrower in favor of Sillerman II and the Permitted Noteholders (as partial assignees of Sillerman II) in the original principal amount of $25,000,000, as may be amended, supplemented, renewed, extended, replaced, or restated from time to time.

“Subordination Agreements” means, collectively, (a) the Subordination Agreement dated as of the date hereof by and among Lender, Sillerman, Sillerman II and Robert F.X. Sillerman in his individual capacity and as collateral agent for certain Subordinated Creditors and (b) any other subordination agreement delivered and executed by any other Person (including, without limitation, a Permitted Noteholder) in favor of Lender, as each may be amended, supplemented, renewed, extended, replaced, or restated from time to time.

(c)Subsection (c) in the definition of “Permitted Indebtedness” is hereby amended and restated in its entirety to provide as follows:

“(c) the Indebtedness of Borrower due and owing to Sillerman II and the Permitted Noteholders (as partial assignees of Sillerman II) under the Sillerman II Note solely to the extent (i) the outstanding principal amount of such Indebtedness, when added together with the outstanding principal amount of the Loans, does not exceed $25,000,000 and (ii) each Permitted Noteholder executes a Subordination Agreement in favor of Lender substantially in the form of Exhibit 1.1 attached hereto; and”

(d)Subsection (iv) in the definition of “Permitted Liens” is hereby amended and restated in its entirety to provide as follows:

“(iv) Liens in favor of the Collateral Agent pursuant to that certain Security Agreement dated as of the date hereof made by Borrower and its Subsidiaries in favor of the Collateral Agent for the benefit of Sillerman II and the Permitted Noteholders (as partial assignees of Sillerman II); and”

(e)Section 5.3 of the Loan Agreement is hereby amended and restated in its entirety to provide as follows:

“5.3Restricted Payments.  Borrower shall not, nor shall it permit any Subsidiary to, declare or make any distributions, dividend, payment or other distribution of assets, properties, cash, rights, obligations or securities (collectively, “Distributions”) on account of any of its Equity Interests, or purchase, redeem or otherwise acquire for value any of its Equity Interests, or any warrants, rights or options to acquire such Equity Interests, now or hereafter outstanding, except that (a) Subsidiaries may make Distributions to Borrower and (b) Borrower may exchange any of its issued and outstanding Equity Interests for Subordinated Notes or other Equity Interests.”

Section 2.Conditions Precedent.  This Amendment shall be subject to the satisfaction of the following conditions:

(a)the parties hereto have executed counterparts of this Amendment;

(b)Lender receives a certificate of a Responsible Officer of Borrower satisfactory to it, evidencing (i) that this Amendment and the transactions contemplated herein, have been duly authorized and executed by all appropriate actions on the part of Borrower and (ii) the incumbency and signatures of the officers of Borrower and the organizational documents of Borrower, which may include confirmation that the organizational documents and other information certified in the Responsible Officer’s certificate of Borrower delivered to Lender on the Closing Date remains unchanged and in full force and effect, except with respect to any changes as described therein; and

(c)Borrower shall have paid all fees and expenses, as such are due and payable under Section 6 hereof.

Section 3.References.  At all times following the effectiveness of this Amendment, each reference (a) to “this Agreement” throughout the Loan Agreement, and (b) to “the Loan Agreement” throughout the other Loan Documents, shall be deemed amended to refer to the Loan Agreement as amended hereby, and as the same may be further modified, amended, consolidated, increased, renewed, supplemented and/or extended from time to time.

Section 4.Representations and Warranties.  Borrower hereby represents and warrants to Lender as follows:

(a)Representations.  Each of the representations and warranties of Borrower contained or incorporated in the Loan Agreement, as amended by this Amendment, or any other Loan Document to which Borrower is a party, is true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date).

(b)No Default.  No Event of Default has occurred and is continuing.

(c)Power and Authority; Enforceability.  Borrower has all necessary corporate power and authority to execute, deliver and perform its obligations under this Amendment; this Amendment has been duly authorized by all necessary corporate action on the part of Borrower; and this Amendment has been duly and validly executed and delivered by Borrower, and constitutes Borrower’s legal, valid and binding obligations, enforceable against Borrower in accordance with its terms, subject only to Debtor Relief Laws and general principles of equity.

(d)No Counterclaims, etc.  Borrower has no counterclaims, offsets, defenses or rights of recoupment of any kind against Lender, or any of its Affiliates, under the Loan Agreement or any other Loan Document to which Borrower is a party, or any other related instrument or evidence of indebtedness.

Section 5.Ratification.  Except as modified herein, the provisions of the Loan Agreement and each of the other Loan Documents are reaffirmed, ratified and confirmed in their entirety by Borrower and shall remain unchanged and in full force and effect, and this Amendment shall not constitute a novation, extinguishment or substitution of the Obligations.

Section 6.Fees and Expenses.  In accordance with Section 8.4 of the Loan Agreement, Borrower agrees to pay Lender all Attorney Costs incurred by Lender in connection with preparing, executing, delivering and administering this Amendment.

Section 7.Miscellaneous.

(a)Governing Law; Submission to Jurisdiction.  This Amendment is governed by and shall be construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law); Borrower further agrees to submit to the jurisdiction of New York State or federal courts as provided in the Loan Agreement.

(b)Agreements, Etc.  The terms of this Amendment may be waived, modified and amended only by an instrument in writing duly executed by Borrower and Lender.  Any such waiver, modification or amendment shall be binding upon Borrower and Lender and each of their respective successors and permitted assigns.

(c)Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the respective successors and permitted assigns of Borrower and Lender.

(d)Captions.  The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.

(e)Counterparts.  This Amendment may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart to this Amendment by facsimile or electronic PDF copy shall be as effective as delivery of a manually executed counterpart of this Amendment.

(f)Invalid Provisions.  If any provision of this Amendment is held to be illegal, invalid or unenforceable under present or future laws, the remaining provisions of this Amendment shall remain in full force and effect and shall not be affected thereby, unless such continued effectiveness of this Amendment, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

BORROWER:
VIGGLE INC.
By:	/s/ John Small
	Name: John C. Small
	Title: Chief Financial Officer
LENDER:
DEUTSCHE BANK TRUST COMPANY AMERICAS

By:	/s/ Corey Kozak
	Name: Corey Kozak
	Title: Vice President

By:	/s/ Brian D. Burckhard
	Name: Brian D. Burckhard
	Title: Director

ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

The undersigned, a guarantor of the Obligations (as defined in the Guaranty referenced below) of Viggle Inc., a Delaware corporation (“Borrower”), under the Loan Agreement (as defined in the foregoing Amendment) and the other Loan Documents (as defined in the Loan Agreement) pursuant to his Springing Unconditional Guaranty dated as of March 11, 2013 in favor of Deutsche Bank Trust Company Americas (“Lender”) (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), hereby (a) acknowledges receipt of the foregoing Amendment; (b) consents to the terms and execution thereof; (c) reaffirms his obligations to Lender pursuant to the terms of the Guaranty after giving effect to the terms of the Amendment; and (d) acknowledges that Lender may amend, restate, extend, renew or otherwise modify the Loan Agreement, any other Loan Document or any of the obligations of Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for the Obligations.

IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment and Agreement of Guarantor to be duly executed as of September 10, 2013.

By:	/s/ Robert F.X. Sillerman
	ROBERT F.X. SILLERMAN

ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITORS

Reference is made to the Subordination Agreement dated as of March 11, 2013 (the “Subordination Agreement”) by and among Sillerman Investment Company LLC, Sillerman Investment Company II LLC and Robert F.X. Sillerman (each a “Subordinated Creditor”), Viggle Inc. (“Borrower”), and Deutsche Bank Trust Company Americas (“Senior Lender”).  Capitalized terms not defined herein shall have the meanings given to them in the Subordination Agreement.

Each Subordinated Creditor hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms and execution thereof; (iii) ratifies and confirms that all of the terms and conditions, representations and covenants set forth in the Subordination Agreement remain in full force and effect after giving effect to the terms of the foregoing Amendment including without limitation, the prohibition on such Subordinated Creditor’s right to receive any payment or distribution with respect to the Subordinated Indebtedness until the Obligations are indefeasibly paid in full in cash and the Loan Documents have been irrevocably terminated; and (iv) acknowledges that Senior Lender may amend, restate, extend, renew or otherwise modify any of the Loan Documents or any of the obligations of Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of any Subordinated Creditor and without impairing the obligations of any Subordinated Creditor under the Subordination Agreement.

IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Agreement of Subordinated Creditors to be duly executed as of September 10, 2013.

SILLERMAN INVESTMENT COMPANY LLC
By:	/s/ Robert F.X. Sillerman
	Name:  Robert F.X. Sillerman
	Title:  Manager
SILLERMAN INVESTMENT COMPANY II LLC

By:	/s/ Robert F.X. Sillerman
	Name:  Robert F.X. Sillerman
	Title: Manager

By:	/s/ Robert F.X. Sillerman
	ROBERT F.X. SILLERMAN

EX-99.1

EXHIBIT 99.1

For Immediate Release

VIGGLE STUDY COMPLETED BY NIELSEN INNOVATION LAB FINDS VIGGLE’S SECOND SCREEN IMPROVES TV AD EFFECTIVENESS

Key Ad Metrics for Major Brand’s Promotion Improved through

TV and Viggle Platform Exposure, According to Nielsen Research

NEW YORK – September 10, 2013 – Viggle (Symbol: VGGL), a free, cutting-edge mobile app that operates as a “second screen” engagement and loyalty program for television, today released findings from a commissioned Nielsen study that found a major brand’s promotion more effectively engaged consumers when the campaign was experienced simultaneously on TV and in the app to Viggle users.  The study concluded that Ad Memorability, Brand and Message Recall, Likeability, and Purchase Intent were higher for the campaign, which took place from mid-July to early August, as a result of the TV advertising buy being extended to Viggle’s platform.

“By working with the country’s premier research company, we are now able to demonstrate just how valuable Viggle’s platform is for improving the performance of a brand’s TV advertising spend,” said Greg Consiglio, President and COO of Viggle.  “According to the results, this brand’s television campaign received significantly higher recall, likeability, and purchase intent from viewers who checked in and saw the ad on Viggle and on-air than from those who saw the ad on TV only.”    

The Nielsen study demonstrated that the synergy of dual exposure on TV and Viggle resulted in double digit enhancement to key metrics when compared to TV alone.  Seeing this brand’s creative on both platforms provided an ad resonance boost, resulting in a meaningful increase in General, Brand, and Message Recall.  Additionally, dual exposure yielded an uptick in Likeability and Intent, as those exposed to the creative on both platforms liked the creative significantly more and were also more likely to participate in the promotion in the next week than those exposed on a single platform.

While the increase varied widely from metric to metric, the lift in General Recall, Brand Recall, Message Recall, Likeability, and Purchase Intent ranged from 11% to nearly 50%.  According to Nielsen’s research team, all of these increases were statistically significant at high levels of confidence.  Viggle is currently in discussions with other brand partners to conduct similar advertising effectiveness studies in early Q4 to further demonstrate its ability to consistently improve viewers’ recall and response.

Viggle and Nielsen developed a research design, based on Nielsen’s gold-standard TV Brand Effect methodology, which ensured accurate results based on the activities of hundreds of Viggle users in response to the 15- and 30-second spot.  The approach involved the creation of three groups of Viggle users – Dual, TV-only, and Viggle-only exposed.  Then, Viggle users who checked into a show where the ad was known to appear on-air had a random chance of seeing the ad on Viggle; users who checked into show where the brand’s promotion was known not to have aired were also given a random chance to see the ad.  The Dual and TV-only groups each watched the same show, but 50% got the ad while 50% did not; simultaneously, the Viggle-only group was a watching different show.  Additionally, Viggle served the ad to users who were not exposed to the ad on TV based on their Viggle check-in history.  To verify the results, Nielsen surveyed Viggle users in each of the three groups to confirm that they watched the program and to measure the ad’s effectiveness.  Nielsen processed the data and recalibrated it based on the survey confirmation of shows being watched by each user.

“This research substantiates the efforts that brands are making in order to take advantage of the second screen to connect with their key audiences,” said Scott McKinley, EVP, Product Leadership & Innovation, Nielsen.  “It will enable them to better understand how the second screen can reinforce the message in their spots as consumers use their devices during their favorite programs.”

This work was conducted by Nielsen in conjunction with Nielsen’s Innovation Lab, which launched in summer 2012 to spur the pioneering of ideas and better, faster advancements in the area of advertising effectiveness.

About Viggle℠

Launched in January 2012, Viggle is a free loyalty program for TV whose app rewards its members for watching their favorite TV shows.  Viggle enhances TV with interactive games like Viggle LIVE and the first ever real-time fantasy sports game, MyGuy.  Viggle members get rewarded for their TV time from places like Best Buy, Papa John’s, Fandango, Hulu Plus and Groupon, among others.  Viggle also allows like-minded fans of their favorite shows to connect through Viggle Chatter features.  Viggle’s audio verification technology recognizes shows on TV and allows members to check into live and DVR’d TV content from more than 170 of the most popular broadcast and cable channels.  For more information, visit www.viggle.com, follow us on Twitter @ViggleNews.

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 September 10, 2013.   Except as required by law, Viggle 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.

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Contact:

Matt Caldecutt / Noah Gold

DKC Public Relations, Marketing & Government Affairs

212/685-4300

matthew_caldecutt@dkcnews.com / noah_gold@dkcnews.com

EX-99.2

EXHIBIT 99.2

For Immediate Release

VIGGLE TV TUNE-IN PRODUCT DRAMATICALLY INCREASES SOCIAL ACTIVITY, ACCORDING TO TRENDRR

Five-Week Campaign Shows Platform’s Value for Driving Tune In, Engagement, and Social Amplification for Specific Programs

NEW YORK – September 12, 2013 – Viggle (Symbol: VGGL), a free, cutting-edge mobile platform that operates as a “second screen” engagement and loyalty program for television, today released findings from a study of its Verified Tune-In product conducted using data from social media analytics company Trendrr.  Taking place between mid-July and late August, Viggle promoted 14 specific TV programs from a select group of networks via Verified Tune-In, which leverages its loyalty platform and currency to drive check-ins and engagement.  It concluded that, on average, audio-verified check-ins of promoted shows increased by 282%, significantly boosting those shows’ Trendrr rankings.  In addition, Viggle’s real-time engagement product Viggle LIVE run with promoted shows saw 73% of checked-in users play along – more than double the normal participation rate.

During the weeks of the Verified Tune-In study, the 14 specific programs had an average Trendrr rank of five, according to corresponding Trendrr data.  As the subset of those same shows that were not promoted in the same manner by Viggle the previous week (11 of the 14), which had an average Trendrr ranking of nearly 20, this represented a jump of nearly 15 spots in Trendrr rankings.  Furthermore, in all but two of the 14 instances, Viggle social data accounted for the majority of social activity associated with the program as measured by Trendrr.

“By changing the number of points awarded for checking in and engaging with these shows this summer, Viggle’s Verified Tune-In clearly impacted viewer behavior and how these programs were ultimately ranked by Trendrr,” said Greg Consiglio, President and COO of Viggle.  “This social activity surge clearly moved the needle for these programs as Viggle users checked in and stayed engaged in-app by taking advantage of the enhanced viewing experience made possible by Viggle LIVE.”

The study demonstrated that the additional point earning opportunities offered to Viggle users resulted in a significant rise in check-ins as compared to programs that were not promoted on a given night.  For example, on August 12, the CW’s “Breaking Pointe” appeared at #3 in the Trendrr rankings as compared to the previous week when it was #7.  Over the five-week period, when the majority of tune-in promotions occurred, E!’s “Keeping Up With the Kardashians” saw more Viggle user activity than ever before.   Additionally, in terms of the most social cable shows on Trendrr, Viggle enabled:

●   Travel Channel’s “Bizarre Foods America” (July 29) to emerge as sixth (up from #70 the previous week), with 97% of all social activity attributed to Viggle;

●   Discovery Channel’s “Airplane Repo” (August 22) captured the #3 spot (up from #36 the previous week), with 93% of all social activity coming from Viggle; and

●   TLC’s “Four Weddings” (August 22) rose to the to #6 position (up from #50 the previous week), with 88% of all social activity coming from Viggle.

Viggle calculated the Verified Tune-In results by reviewing how the number of points offered to users for activities such as audio-verified check-ins only, audio-verified check-ins and Viggle LIVE use, or Viggle LIVE use only, affected behavior.  Each week during the study, different programs were selected during which Viggle adjusted one or more of these variables and the Viggle activity was checked against Trendrr rankings to determine the effect on the social activity around each program.  Additionally, Viggle compared user activity during the promotion to the week prior when shows were not promoted on the Viggle platform.

“When it comes to driving viewers to check out and engage socially with a program, Viggle’s Verified Tune-In stands out for its ability to drive users to a given program,” said Craig Woerz, Managing Partner, The Water Cooler Group, an entertainment industry strategic media and marketing agency.  “With so much content to choose from on so many different platforms, the second screen can help broadcasters capture attention and keep an audience tuned in.”

About Viggle℠

Launched in January 2012, Viggle is a free loyalty program for TV whose app rewards its members for watching their favorite TV shows.  Viggle enhances TV with interactive games like Viggle LIVE and the first ever real-time fantasy sports game, MyGuy.  Viggle members get rewarded for their TV time from places like Best Buy, Papa John’s, Fandango, Hulu Plus and Groupon, among others.  Viggle also allows like-minded fans of their favorite shows to connect through Viggle Chatter features.  Viggle’s audio verification technology recognizes shows on TV and allows members to check into live and DVR’d TV content from more than 170 of the most popular broadcast and cable channels.  For more information, visit www.viggle.com, follow us on Twitter @ViggleNews.

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 September 12, 2013.   Except as required by law, Viggle 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.

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Contact:

Matt Caldecutt / Noah Gold

DKC Public Relations, Marketing & Government Affairs

212/685-4300

matthew_caldecutt@dkcnews.com / noah_gold@dkcnews.com