One Horizon Group, Inc. (NASDAQ:OHGI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On December 16, 2016, One Horizon Group, Inc. (the
Company) entered into a securities purchase
agreement (the Purchase Agreement) with certain
institutional investor (the Purchaser). to the
terms of the Purchase Agreement, the Company agreed to sell an
aggregate of 500,000 shares of common stock (the
Shares) at a purchase price of $0.30 per Share,
for aggregate gross proceeds to the Company of approximately
$150,000. In connection with the purchase of the Shares, the
Purchaser will receive a warrant (Warrant) to
purchase up to the number of shares of the Companys common stock
equal to 375,000 of the shares of common stock purchased by the
Purchaser to the Purchase Agreement. The Warrants have an
exercise price of $0.35 per share, become exercisable on the date
of issuance and expire three years from the date of issuance. The
offering closed on December 16, 2016.

The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company, termination
provisions, and other obligations and rights of the parties.

The Company estimates that the net proceeds from the offering
will be approximately $140,000, after deducting offering expenses
and the legal fees.

The offering is being made to the Companys effective registration
statement on Form S-3 (Registration Statement No. 333-205049)
previously filed with the Securities and Exchange Commission and
a prospectus supplement thereunder. The securities may be offered
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A
prospectus supplement relating to the offering of the securities
has been filed with the SEC and is available on the SECs website
at http://www.sec.gov. A copy of the opinion of Hunter Taubman
Fischer Li LLC relating to the legality of the issuance and sale
of the securities in the offering is attached as Exhibit 5.1
hereto.

The foregoing descriptions of the Purchase Agreement and the
Warrant are qualified in their entireties by reference to the
full text of the Form of Purchase Agreement and the form of
Warrant, copies of which are filed herewith as Exhibit 10.1 and
Exhibit 4.1, respectively, to this Current Report on Form 8-K and
are incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements that are subject to a number of risks and
uncertainties, including statements about the Companys
expectations regarding the completion of the offering. Words such
as estimate, expected, will and similar expressions are intended
to identify forward-looking statements. These forward-looking
statements are based upon the Companys current expectations.
Forward-looking statements involve risks and uncertainties.
Actual results and the timing of events may differ materially
from those set forth in this report due to risks and
uncertainties associated with the satisfaction of the conditions
to close the offering. Risk factors related to us, our business
and the offering are discussed under Risk Factors and elsewhere
in our prospectus supplement, dated December 16, 2016, with
respect to the offering described above, and other filings with
the Securities and Exchange Commission. Except as required by
law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are
based.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
4.1		Form of Warrant.
5.1		Opinion ofHunter Taubman Fischer Li LLC.
10.1		Form of Securities Purchase Agreement.
23.1		Consent ofHunter Taubman Fischer Li LLC (contained in Exhibit 5.1 above).

About One Horizon Group, Inc. (NASDAQ:OHGI)

One Horizon Group, Inc. is engaged in the development and licensing of software for mobile voice over Internet protocol (VoIP). The Company’s operations include the licensing of software to telecommunications operators and the development of software application platforms that optimize mobile voice, instant messaging and advertising communications over the Internet. It has two business segments, one for business to business line and one for business to consumer line. It designs, develops and sells white label SmartPacket software and services to telecommunications operators. Its licensees deliver an operator-branded mobile Internet communication solution to smartphones, including VoIP, multi-media messaging, video and mobile advertising. It sells its software, branding, hosting and operator services to telecommunications operators, enterprises, operators in fixed line telephony, cable television operators and to the satellite communications sector, and the VoIP as a Service business.

One Horizon Group, Inc. (NASDAQ:OHGI) Recent Trading Information

One Horizon Group, Inc. (NASDAQ:OHGI) closed its last trading session up +0.002 at 0.352 with 26,813 shares trading hands.