MIX 1 LIFE, INC. (OTCMKTS:MIXX) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 29, 2016 Mix 1 Life, Inc., a Nevada corporation (the
Company) and Spyglass Capital Partners, LLC and Spyglass Capital
Partners, LLC II (collectively Spyglass) entered into a Discharge
and Satisfaction of Indebtedness Agreement (the Agreement). As a
result of the Agreement, an aggregate of $2.31 million of debt
owed by the Company to the 7.5% Senior Secured Convertible
Debentures held by Spyglass, due March 10, 2017 (the Debentures),
was discharged in exchange for an aggregate 1,776,924 restricted
shares of the Companys common stock at a conversion price of
$1.30 per share. Additionally, Spyglass received one warrant for
each share issued to acquire an additional share of the Companys
common stock at an exercise price of $1.30 per share under the
terms of the Agreement. Each warrant has an expiration date of 3
years from the date of the Agreement The Agreement also calls a
cash payment of $6,656.25 and the issuance of 8,875 restricted
shares of the Companys common stock to Spyglass in settlement for
any and all past due interest owed under the Debentures.

The preceding description of the Agreement is a brief summary of
the terms and does not purport to be complete, and is qualified
in its entirety by reference to the Agreement, a copy of which is
filed herewith as Exhibit 10.1 to this Current Report on Form 8-K
and are incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

The information provided in Item 1.01 of this Current Report on
Form 8-K related to the aforementioned Agreement is incorporated
by reference into this Item 3.02.

Exemption from Registration. The shares of common stock
referenced herein were issued in reliance upon an exemption from
registration afforded under Section 4(a)(2) of the Securities Act
for transactions by an issuer not involving a public offering, or
Regulation D promulgated thereunder, or Regulation S for offers
and sales of securities outside the United States. The Share
Exchange Agreement is an exempt transaction to Section 4(a)(2) of
the Securities Act as the acquisition was a private transaction
by the Company and did not involve any public offering.
Additionally, we relied upon the exemption afforded by Rule 506
of Regulation D of the Securities Act which is a safe harbor for
the private offering exemption of Section 4(a)(2) of the
Securities Act whereby an issuer may sell its securities to an
unlimited number of accredited investors, as that term is defined
in Rule 501 of Regulation D. Further, we relied upon the safe
harbor provision of Rule 903 of Regulation S of the Securities
Act which permits offers or sales of securities by the Company
outside of the United States that are not made to U.S. persons or
for the account or benefit of a U.S. person, as that term is
defined in Rule 902 of Regulation S.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The following exhibits are either
filed as a part hereof or are incorporated by reference. Exhibit
numbers correspond to the numbering system in Item 601 of
Regulation S-K.

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About MIX 1 LIFE, INC. (OTCMKTS:MIXX)

Mix 1 Life, Inc. (Mix 1) is engaged in the business of formulation and distribution of nutritional supplements. The Company is focused on the development, marketing, sale and distribution of Mix1 brand. The Company distributes mix1 natural nutritional products. The Company offers three Mix1 shake flavors, which include blueberry vanilla, strawberry banana and chocolate. The Company also develops protein powders based on its product formulas. The Company’s Mix1 beverages are available in polyethylene terephthalate (PET) bottles. The Company also offers its products under the No Fear brand name.

MIX 1 LIFE, INC. (OTCMKTS:MIXX) Recent Trading Information

MIX 1 LIFE, INC. (OTCMKTS:MIXX) closed its last trading session down -0.005 at 0.515 with 2,000 shares trading hands.