LOTON, CORP (OTCMKTS:LIVX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2016 and June 10, 2016, the Company sold certain of
its securities to the Investor for total gross proceeds of
$1,250,000. The securities were sold to two Subscription
Agreements, dated as of June 8, 2016 and June 10, 2016,
respectively (collectively, the Subscription Agreements), entered
into by and between the Company and the Investor, and consisted
of (i) 500,000 shares (250,000 pre-Split) of the Companys common
stock, $0.001 par value per share (the Common Stock), at a
purchase price of $2.50 ($5.00 pre-Split) per share, and (ii)
3-year warrants to purchase an aggregate of 250,000 (125,000
pre-Split) shares of Common Stock exercisable at $0.005 ($0.01
pre-Split)per share (collectively, the Warrants). The net
proceeds of the sale of these securities will be used for general
working capital. The Subscription Agreements and the Warrants
contain certain customary representations, warranties and
covenants.

All of the foregoing securities sold are restricted securities
and as such are subject to all applicable restrictions on
transfer specified by federal and state securities laws. Such
securities were issued in reliance on the exemption from
registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended (the Securities Act), and/or Rule 506 of
Regulation D promulgated thereunder and involved transactions by
an issuer not involving any public offering. This Amendment No. 1
does not constitute an offer to sell or the solicitation of an
offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.

The foregoing description of the Warrants and the Subscription
Agreements does not purport to be complete and is qualified in
its entirety by reference to the full text of such agreements,
which are included as Exhibits 4.1, 4.2, 10.1 and 10.2,
respectively, to this Amendment No. 1 and are incorporated herein
by reference.

Item 3.02 Unregistered Sales of Equity
Securities.

The information set forth under Item 1.01 of this Amendment No. 1
is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

About LOTON, CORP (OTCMKTS:LIVX)

Loton, Corp. is a holding company. The Company is engaged in the live and digital music space content, including live music events, through LiveXLive, Corp., which is a subsidiary of the Company. It provides three dimensional (3D) rendering, animation and architectural visualization services using computer technology to produce photo realistic 3D rendering, walk-through animation and 360-degree panorama. The LiveXLive network focuses on providing compelling and curated content that showcases the entire spectrum of music to include music inspired fashion, food, and lifestyle content and showcase interviews, backstage access and both fan and artist perspectives. It intends to provide various categories of music, including rock, pop, indie, electronic dance music (EDM), country and feature festival headliners, as well as artists performing at clubs and venues across the world. KOKO (Camden) Holdings (US), Inc. and KOKO (Camden) UK Limited are also the subsidiaries of the Company.

LOTON, CORP (OTCMKTS:LIVX) Recent Trading Information

LOTON, CORP (OTCMKTS:LIVX) closed its last trading session 00.00 at 20.00 with 100 shares trading hands.