XFIT BRANDS, INC (NASDAQ:XFTB) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT WITH PIMCO FUNDS:
PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO

On December 16, 2016 we entered into an Amended and Restated Note
Purchase Agreement (the Agreement) with PIMCO Funds: Private
Account Portfolio Series: PIMCO High Yield Portfolio (PIMCO) to
which we issued a $3.5 million 9% Senior Secured Fixed Rate Note
due July 12, 2020 (the Note). The Note refinanced our prior 14%
Senior Secured Note in the principal amount of $2.5 million (the
Prior Note), providing us with an additional $1 million in
working capital. As with the Prior Note, the Note is secured by a
lien on substantially all of our assets (other than those sold to
our factoring agreement with Crown Financial).

In connection with the Agreement, (i) PIMCO converted $ 278,689
in accrued and unpaid interest into 1,990,639 shares of our
common stock. In addition we had previously issued PIMCO a
warrant to purchase ten percent of our equity at an exercise
price of $1.5 million. We amended the terms of the common stock
purchase warrant previously issued to PIMCO to reduce the
exercise price thereof to $350,000.

The foregoing descriptions of the Agreement, Note and the amended
common stock purchase warrant are qualified in its entirety by
reference to the provisions of such agreements filed as exhibits
to this Current Report on the Form 8-K which are incorporated
herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Reference is made to the disclosure set forth under Item 1.01 of
this Report, which disclosure is incorporated herein by
reference.

The Note provides for monthly payments of interest at the rate of
9% per annum, with the principal due at maturity on July 12,
2020. The principal and interest on the Note will be accelerated
upon an event of default as provided in the Note. The Agreement
and the Note provide for standard representations and warranties.
The Agreement prohibits us from paying cash dividends on our
shares or our repurchasing shares of common stock.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Reference is made to the disclosure set forth under Item 1.01 of
this Report, which disclosure is incorporated herein by
reference.

The issuances of the Note, the shares of common stock issued upon
conversion of accrued interest and the amended common stock
purchase warrant were exempt from the registration requirements
of the Securities Act to the exemption for transactions by an
issuer not involving any public offering under Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D promulgated under
the Securities Act (Regulation D). The Company made this
determination based on the representations of PIMCO that PIMCO is
an accredited investor within the meaning of Rule 501 of
Regulation D and has access to information about the Company and
its investment.

The Company did not pay any brokerage commissions or finders fees
in connection with the transactions with PIMCO.

This Report is neither an offer to sell nor the solicitation of
an offer to buy any securities. The securities have not been
registered under the Securities Act and may not be offered or
sold in the United States of America absent registration or an
exemption from registration under the Securities Act.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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