8-K

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: July 16, 2014

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 2.02                      Results of Operations and Financial Condition. 

On July 16, 2014, Viggle Inc. (the “Company”) announced its financial and operating results for the fiscal year ended June 30, 2014 in the press release furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Report, including the Exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated July 16, 2014

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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: July 16, 2014	By:	Mitchell J. Nelson
		Name:  Mitchell J. Nelson
		Title:    Executive Vice President

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EX-99.1

Exhibit 99.1

For Immediate Release

Viggle Revenue Up Approximately 60%; Net Registered Users Increase 75%, Preliminary F4Q 2014 Figures Show

Average Monthly Active Users up 61% over F3Q 2014

NEW YORK – July 16, 2014 – Viggle Inc. (NASDAQ: VGGL), the entertainment marketing and rewards platform that includes the Viggle, NextGuide, Wetpaint and Choose Digital brands, today released preliminary revenue and user growth figures for its F4Q 2014 and full Fiscal 2014, ended June 30, 2014.

Full financials and user information will be disclosed in Viggle’s Annual Report on Form 10-K.  The 10-K will be filed with the U.S. Securities and Exchange Commission on or before the September 28, 2014 deadline.

According to the preliminary figures, Viggle generated approximately $5.2 to $5.4 million in revenue in F4Q 2014, an increase of approximately 60 percent over F3Q 2014 revenue of $3.306 million.  Viggle generated approximately $17.9 to $18.1 million in revenue in Fiscal 2014, an increase of approximately 29 percent from $13.907 million in 2013.

Net registered users as of the end of F4Q 2014 totaled 5.353 million, an increase of 75 percent over 3.0623 million at the end of F4Q 2013, and a 29 percent increase over 4.141 million at the end of F3Q 2014.

Average monthly active users were approximately 653,400 in F4Q 2014, an increase of 61 percent over F3Q 2014’s average, which was approximately 405,600.

“We’ve seen steady growth across the Viggle platform in the last 3 months and over the last 12 months,” said Greg Consiglio, President and COO of Viggle Inc.  “The growth is indicative of the strategy we have laid out as we expand beyond a single app to a platform of brands and services for entertainment fans and marketers who need to reach them. We are starting to achieve synergies among the various properties we’ve acquired in the last six months, which help drive the usage numbers.”

Viggle Inc.’s properties include the Viggle app, which offers rewards for watching TV, engaging with advertisements or listening to music; NextGuide, a personalized TV programming guide and distributed reminder platform; Wetpaint, an entertainment news and social publishing platform; and Choose Digital, a digital marketplace platform. In June 2014, Viggle Inc. achieved a total reach of 18.4 million.  Total reach is the total amount of registered users for the Viggle app and monthly unique users of the Wetpaint media properties.

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About Viggle

Viggle is an entertainment marketing and rewards platform whose app rewards its members for watching TV shows and discovering new music. The Viggle mobile app has over 5 million users. Since its launch, Viggle members have redeemed nearly $19 million in rewards for watching their favorite TV programs and listening to music. Members can also use The Viggle Store, a rewards destination where they can redeem their Viggle Points for music downloads.  In addition, Viggle operates Wetpaint, which offers entertainment and celebrity news online; Dijit Media, maker of technology that helps consumers search for, find, and set reminders for TV shows and movies; and 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.get.viggle.com or follow us on Twitter @Viggle.

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, 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.

Viggle Investor Relations:

John C. Small

CFO, Viggle Inc.

646 738 3220

john@viggle.com

IRTH Communications

Robert Haag, 1-866-976-4784

Managing Partner

VGGL@irthcommunications.com

Media Contact for Viggle:

Ed Tagliaferri

DKC Public Relations

212 981 5182

edmund_tagliaferri@dkcnews.com

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