ALLIANCE MMA, INC. (NASDAQ:AMMA) Files An 8-K Entry into a Material Definitive Agreement

ALLIANCE MMA, INC. (NASDAQ:AMMA) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 9, 2016, Alliance MMA, Inc. (the Company) acquired
the mixed martial arts (MMA) promotion business of Ohio Fitness
and Martial Arts, LLC d/b/a IT Fight Series (IT) for an aggregate
consideration of $750,000, of which $150,000 was paid in cash and
$600,000 was paid in shares of the Companys common stock valued
at $4.50 per share. In connection with the acquisition, Scott
Sheeley, the sole owner of IT, placed 50,000 shares of the
133,333 shares of common stock issued as part of the purchase
price into escrow to guarantee the financial performance of the
IT MMA promotion business post-closing. Accordingly, in the event
the gross profit of the IT Fight Series MMA promotion business is
less than $107,143 in fiscal year 2017, all 50,000 shares will be
forfeited.

The foregoing description of the acquisition of the IT MMA
promotion business is a summary only and is qualified in its
entirety by reference to the complete text of the asset purchase
agreement filed herewith as Exhibit 10.1 and incorporated herein
by reference.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

The disclosure in Item 1.01 relating to the issuance of 133,333
shares of the Companys common stock is incorporated herein by
reference. Scott Sheeley is an accredited investor and the
issuance of the common stock is exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 7.01 REGULATION FD DISCLOSURE

On December 12, 2016, the Company issued a press release
announcing the acquisition of the IT MMA promotion business. A
copy of the press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.

The information under this Item 7.01 and in Exhibit 99.1 in this
Current Report is being furnished and shall not be deemed filed
for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
Section. The information under this Item 7.01 and in Exhibit 99.1
in this Current Report shall not be incorporated by reference
into any registration statement or other document to the
Securities Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements of Business Acquired.

Financial statements of the acquired business are not
included in this Form 8-K report. Such financial statements
will be filed within 71 calendar days after the date on which
this Form 8-K report is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information relative to the acquired
business is not included in this Form 8-K report. Such pro
forma financial information will be filed within 71 calendar
days after the date on which this Form 8-K is required to be
filed.

(d)

Exhibits.

10.1

Asset Purchase Agreement by and among Alliance MMA, Inc.,
Ohio Fitness and Martial Arts, LLC

d/b/a IT Fight Series and Scott Sheeley dated December 9,
2016.

99.1 Press Release dated December 12, 2016.


About ALLIANCE MMA, INC. (NASDAQ:AMMA)

Alliance MMA, Inc. is a mixed martial arts organization offering the premier developmental league for mixed martial arts (MMA) fighters to advance to the sport’s highest level of professional competition. The Company was formed to acquire the businesses of the Target Companies and the media libraries of two prominent mixed martial arts, or MMA, promotions. By combining the Target Companies, it intends to create a developmental league for professional MMA fighters and a feeder.

ALLIANCE MMA, INC. (NASDAQ:AMMA) Recent Trading Information

ALLIANCE MMA, INC. (NASDAQ:AMMA) closed its last trading session at with 14,091 shares trading hands.

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