UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

~~May~~October 1220, 2017 (~~May~~December 1227, ~~2017~~2016)

Joey New York, Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-180954		68-0682410
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Trump Tower I, 16001 Collins Ave #3202 Sunny Isles Beach, Florida		33160
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (305) 948-9998

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

On ~~May~~December 327, ~~2017,~~2016 Joey New York, Inc. ("Joey" or the "Company") entered into a ~~Securities~~Promissory ~~Purchase~~Note ~~Agreement~~ (~~"Securities Purchase Agreement"), pursuant to which Joey sold a nine month, $600,000 convertible promissory note (~~the "Note") with ~~Kodiak~~Salamon ~~Capital Group~~Brothers, LLC (the "Lender")~~. The~~ ~~Note~~in ~~can~~the beoriginal ~~converted~~principal atamount ~~a fixed price~~ of $152,500.00 ~~per share~~. The Note ~~has~~can abe ~~10%~~converted ~~original~~after ~~issue~~180 ~~discount~~days ~~and~~into ~~bears~~common ~~24%~~stock ~~interest~~at ~~for~~a ~~any~~market ~~amounts~~closing ~~not~~bid ~~paid~~discount byof ~~the~~50% ~~maturity~~is ~~date. The~~converting ~~Company~~at ~~received~~less ~~$135,000~~than as5 andays ~~initial~~of ~~funding~~the ~~from~~average ~~the~~trading ~~Note~~volume, ~~with~~60% ~~the~~if ~~balance~~converting ~~funded~~at ~~post~~more ~~closing~~than ~~upon~~5 ~~mutual~~days ~~agreement. The~~of ~~Company~~average ~~issued~~trading avolume ~~warrant~~and ~~("Warrant")~~65% toif ~~purchase~~converting ~~800,000~~at ~~shares~~more ofthan ~~common~~10 ~~stock~~days ~~with a cashless exercise price~~ of ~~$0.75~~average ~~per~~trading ~~share in connection with the Note~~volume. The ~~Note~~note ~~may~~bears beinterest ~~prepaid~~ at ~~the Company's option at 130~~12% ~~multiplied~~per byannum ~~the~~and ~~total~~is ~~outstanding~~due ~~amount~~and ofpayable ~~the~~on ~~Note~~June at17, ~~the time of prepayment~~2017.

~~Upon~~The anforegoing ~~Event~~description ofis ~~Default,~~qualified ~~the~~in ~~Lender~~their ~~can~~entirety ~~convert~~by ~~all~~reference orto ~~part of~~ the Promissory Note, ~~into~~a ~~common~~copy ~~stock at the lessor~~ of ~~$1.00~~which ~~per~~appears ~~share~~as oran ~~50%~~Exhibit ofto ~~the~~this ~~lowest~~Form ~~trading~~8-K ~~price~~and ~~for~~is ~~the~~incorporated ~~common~~by ~~stock~~reference ~~for~~to ~~the~~this 30Item ~~days immediately prior to conversion~~1.01.

Closing on this Agreement occurred on May 12, 2017.

Also on May 3, 2017, the Company entered into an Equity Purchase Agreement (the "Equity Agreement"), and a Registration Rights Agreement (the "Rights Agreement") with the Lender. As a condition for the execution of the Investment Agreement, we issued a 10% convertible promissory note (the "Commitment Note") in principal value equal to $25,000.00, maturing six months from the date of issuance. The convertible promissory note has no registration rights and is convertible into the common stock of the Company upon any default at the rate of 50% of the 30 day weighted average trading price prior to conversion. We also issued the Lender 50,000 shares of common stock.

Under the terms of the Equity Agreement, the Lender will purchase, at the Company's election, up to $2,000,000 of the Company's registered common stock (the "Shares"). During the three year term of the Investment Agreement, the Company may at any time in its sole discretion deliver a "put notice" to the Lender thereby requiring the Lender to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, the Lender shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 70% of the lowest closing bid price of the common stock during the five-day trading period immediately after Put Notice.

The number of Shares sold to the Lender shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by the Lender, would result in the Lender owning more than 4.99% of all of the Company's common stock then outstanding. Additionally, the Lender may not execute any short sales of the Company's common stock.

Under the terms of the Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when the Lender may sell all the Shares under Rule 144 without volume limitations, or (iii) the date the Lender no longer owns any of the Shares.

The foregoing descriptions are qualified in their entirety by reference to the Securities Purchase Agreement, Note, Warrant, Equity Agreement, Commitment Note and Rights Agreement, copies of which appear as Exhibits to this Form 8-K and are incorporated by reference to this Item 1.01.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
No.		Description
10.1		~~Securities~~Promissory ~~Purchase~~Note ~~Agreement~~ between Joey New York, Inc. and ~~Kodiak~~Salamon ~~Capital~~Brothers ~~Group~~ LLC dated ~~May~~December 327, ~~2017~~2016.
10.2		Promissory Note Joey New York, Inc. and Kodiak Capital Group LLC dated May 3, 2017.
10.3		Common Stock Purchase Warrant between Joey New York, Inc. and Kodiak Capital Group LLC dated May 3, 2017.
10.4		Equity Purchase Agreement between Joey New York, Inc. and Kodiak Capital Group LLC dated May 3, 2017.
10.5		Commitment Note between Joey New York, Inc. and Kodiak Capital Group LLC dated May 3, 2017.
10.6		Registration Rights Agreement between Joey New York, Inc. and Kodiak Capital Group LLC dated May 3, 2017,

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JOEY NEW YORK, INC.
	(Registrant)
Dated: May 12, 2017	By: \s\ Richard Roer
	Richard Roer
	President

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

- 2 -

	JOEY NEW YORK, INC.
	(Registrant)

Dated: October 20, 2017		By: \s\ Richard Roer
		Richard Roer
		President

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