MONSTER DIGITAL, INC. (NASDAQ:MSDI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Closing of Private Placements

On November 21, 2016, Monster Digital, Inc. (“the Company”) sold 333,333 shares of its common stock in a private placement transaction to an accredited investor at a price of $1.50 per share in exchange for a total purchase price of $500,000, receiving net proceeds of $446,315 after underwriting fees and transaction expenses (the “$1.50 Shares”). This constituted the initial closing of said private placement; the Company is offering up to $2.5 million of its Common Stock at a per share purchase price of $1.50 (the $1.50 Private Placement”).

On November 28, 2016, the Company sold 151,515 shares of its common stock in a private placement transaction to its Chief Executive Officer at a per share price of $1.65 for a total purchase price of $250,000.

In connection with the aforementioned private placements, the Company entered into subscription agreements with each investor.

Registration Rights Agreement

In connection with the $1.50 Private Placement, the Company entered into a Registration Rights Agreement with the purchaser of the $1.50 Shares, to which the Company agreed to (i) file a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of the $1.50 Shares and all other shares, if any, sold further to the $1.50 Private Placement, as soon as reasonably practicable, but in no event later than 60 days following the final closing date of the $1.50 Private Placement.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement. A copy of the Registration Rights Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The shares of common stock were offered and sold in the aforementioned private placements to certain eligible investors to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Such shares have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, such shares in any jurisdiction in which such offer or solicitation would be unlawful.

Item 9.01 Financial Statements and Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.

About MONSTER DIGITAL, INC. (NASDAQ:MSDI)

Monster Digital, Inc. designs and engineers data storage and memory products. The Company is engaged in the design, development and marketing of its products under the Monster Digital brand for use in high-performance computing and consumer and mobile product applications. The Company’s primary product offerings include an action sports camera used in adventure sport, adventure photography and extreme-action videography; a line of ultra-small mobile external memory drive products for Apple iPhone operating system (iOS) devices; On-The-Go Cloud devices, which create a wireless fidelity (Wi-Fi) hot spot for multiple users while simultaneously allowing data to be viewed, played or transferred among the connected storage; a selection of memory storage products consisting of Solid State Drives (SSDs), removable flash memory CompactFlash cards (CF cards), secured digital cards (SD cards) and universal serial bus (USB) flash drives.

MONSTER DIGITAL, INC. (NASDAQ:MSDI) Recent Trading Information

MONSTER DIGITAL, INC. (NASDAQ:MSDI) closed its last trading session down -0.09 at 1.31 with 38,203 shares trading hands.