UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~July~~August 3011, 2010

NEXCEN BRANDS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-27707	20-2783217
(Commission File Number)	(IRS Employer Identification No.)

1330 Avenue of the Americas, 34th Floor, New York, NY	10019-5400
(Address of Principal Executive Offices)	(Zip Code)

(212) 277-1100

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting ~~2.01 Completion of~~material ~~Acquisition~~pursuant orto ~~Disposition~~Rule of14a-12 ~~Assets~~under the Exchange Act (17 CFR 240.14a-12)

~~On May~~o Pre-commencement ~~13,~~communications ~~2010,~~pursuant ~~NexCen~~to ~~Brands,~~Rule ~~Inc.~~ 14d-2(~~“the Company”~~b) ~~entered~~under ~~into an Acquisition Agreement (~~the ~~“Acquisition~~Exchange ~~Agreement”)~~Act ~~with Global Franchise Group, LLC~~ (“Purchaser”), an affiliate of Levine Leichtman Capital Partners IV, L.P. For additional information on the Acquisition Agreement and the transactions contemplated thereby, see the Current Report on Form 8-K filed by the Company on May 17~~, 2010. A~~ ~~copy of the Acquisition Agreement was filed previously as~~CFR ~~Exhibit 2~~240.~~1 to the Current Report on Form 8~~14d-~~K filed by the Company on May 17, 2010.~~2(b))

~~As reported in a Current Report on Form 8~~o Pre-~~K filed by the Company on July 29, 2010, at the special meeting~~commencement ofcommunications ~~stockholders of the Company held on July 29, 2010, the stockholders of the Company approved the sale of substantially all of the assets of the Company to Purchaser~~ pursuant to ~~the~~Rule ~~terms of the Acquisition Agreement~~ 13e-4(~~the “Asset Sale”~~c)~~. On~~ July 30, 2010, the Company and Purchaser completed the Asset Sale pursuant to the terms of the Acquisition Agreement. Pursuant to the Asset Sale, Purchaser acquired the subsidiaries of the Company that own the Company’s franchise business assets and also the Company’s franchise management operations, including the Company’s management operations in Norcross, Georgia, and its cookie dough and pretzel mix factory and research facility in Atlanta, Georgia. Specifically, the Company: (i) sold to Purchaser all of the Company’s equity interests in TAF Australia, LLC; (ii) caused NexCen Holding Corporation to sell to Purchaser all of its equity interests in Athlete’s Foot Brands, LLC, The Athlete’s Foot Marketing Support Fund, LLC, GAC Franchise Brands, LLC, GAC Manufacturing, LLC, GAC Supply, LLC, MaggieMoo’s Franchise Brands, LLC, Marble Slab Franchise Brands, LLC, PM Franchise Brands, LLC, PT Franchise Brands, LLC, and ShBx IP Holdings LLC; (iii) caused NB Supply Management Corp. to sell to Purchaser certain specified assets, and to assign to Purchaser certain specified liabilities; and (iv) caused NexCen Franchise Management, Inc. to sell to Purchaser certain specified assets, and to assign to Purchaser certain specified liabilities. The purchase price, before taking into account closing adjustments for cash, indebtedness, other than borrowings under the ~~BTMUCC~~Exchange ~~Credit~~Act ~~Facility~~ (as17 ~~defined and discussed~~CFR ~~below), working capital and other specified items, was $112~~240.~~5 million. The Company received cash proceeds from the Asset Sale of approximately $8.8 million, after payment of $98.0 million to BTMU Capital Corporation~~ 13e-4(~~“BTMUCC”~~c), the Company’s lender, and payment of transaction related expenses. The Company also retained approximately $6.0 million of cash on hand. These amounts are consistent with the estimates that were included in the Company’s Definitive Proxy Statement filed on June 11, 2010. The final purchase price remains subject to a post-closing adjustment and may result in the Company receiving additional funds or being required to make a payment to the Purchaser.)

Item 1.01 Entry into a Material Definitive Agreement

As reported in a Quarterly Report on Form 10-Q filed by NexCen Brands, Inc. (the “Company”) on August 6, 2010, in connection with the sale of substantially all of the Company’s assets to Global Franchise Group, LLC and the anticipated wind-down of the Company, the Company decided to engage XRoads Solutions Group, LLC (“XRoads”) to assist in the wind-down and liquidation of the Company.

On August 11, 2010, the Company completed negotiations with XRoads with respect to the terms of their engagement and entered into a formal agreement with XRoads (the “Agreement”). Pursuant to the Agreement, XRoads will manage the wind-down of the Company and provide the services of its Managing Principal, Dennis Simon (or a replacement mutually acceptable to the parties). Mr. Simon has previously been appointed President of the Company effective August 4, 2010, as reported in the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010. The Agreement also provides that other XRoads personnel will be appointed to officer and director positions at the Company as necessary to assist with the wind-down.

XRoads personnel will provide the wind-down services outlined in the Agreement to the Company at discounted hourly rates as set forth in the Agreement, and be reimbursed for all out-of-pocket costs and expenses reasonably incurred by XRoads for services related to the engagement. The Company paid XRoads a $100,000 advance (the “Advance”), which XRoads will maintain in a segregated client retainer account until work is performed and/or expenses are incurred under the Agreement. The Company will be required to replenish the Advance if and to the extent that XRoads draws down amounts for fees earned and expenses incurred. XRoads will inform the Company bi-weekly of the amount necessary, if any, to replenish the Advance, and the Company is required to replenish the Advance within 2 days of such notifications. To the extent the Advance exceeds the amount of XRoads’ final bill, XRoads will refund the remaining balance of the Advance to the Company. The Agreement also provides for XRoads to receive an incentive fee of 15% of any amounts distributed to the Company’s stockholders in excess of $8 million.

The description of the Agreement set forth herein is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

InOn August 13, 2010, the Company entered ~~connection~~into a Consulting Services Agreement (the “Consulting Agreement”) with Sue Nam, the ~~Asset~~current ~~Sale~~General Counsel and Secretary of the Company, ~~Mark~~in ~~Stanko~~anticipation of Ms. Nam’s departure from the Company on August 17, 2010, as previously reported in the Company’s ~~Chief~~Quarterly ~~Financial Officer~~Report ~~and~~on ~~Treasurer,~~Form ~~and~~10-Q ~~Chris~~filed ~~Dull~~on August 6, 2010. The ~~the~~Consulting ~~President~~Agreement ofprovides ~~NexCen~~that ~~Franchise~~for an indefinite term ~~Management~~commencing on August 18, ~~Inc~~2010, at the Company’s request, Ms. Nam will provide certain consulting services to the Company, ~~resigned~~including ~~and~~assisting ~~commenced~~the ~~employment~~Company with legal ~~Purchaser~~matters in connection with the Company’s wind-down and dissolution, ~~effective~~for an ~~July~~agreed ~~30,~~upon ~~2010~~hourly rate. The Company cannot predict the amount of services to be provided under the Consulting Agreement but currently does not expect the aggregated amount to be material.

~~Item~~The description of the Consulting 7Agreement set forth herein is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached hereto as Exhibit 10.012 ~~Regulation~~and which FDis ~~Disclosure~~incorporated herein by reference.

On July 30, 2010, the Company issued a press release announcing the closing of the Asset Sale. A copy of the press release is attached and furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events

Accord and Satisfaction Agreement

In connection with the signing of the Acquisition Agreement, the Company, NexCen Holding Corporation, a wholly owned subsidiary of the Company (“Issuer”), certain of the Issuer’s subsidiaries (“Subsidiary Borrowers” or “Co-Issuers”) and BTMUCC entered into an Accord and Satisfaction Agreement, dated as of May 13, 2010 (the “Accord and Satisfaction Agreement”), with respect to its existing credit facility (the “BTMUCC Credit Facility”). For additional information on the Accord and Satisfaction Agreement and the transactions contemplated thereby, see the Current Report on Form 8-K filed by the Company on May 17, 2010. A copy of the Accord and Satisfaction Agreement was filed previously as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on May 17, 2010.

On July 30, 2010, the Issuer and Co-Issuers paid $98.0 million to BTMUCC from the proceeds of the Asset Sale, and all outstanding obligations under the BTMUCC Credit Facility were satisfied and permanently extinguished pursuant to the terms of the Accord and Satisfaction Agreement.

Shell Company Status

As a result of the Asset Sale, as of the close of business on July 30, 2010, the Company is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

9910.1 ~~Press Release~~ Agreement, ofdated ~~NexCen~~August 11, 2010, between NexCen Brands, Inc., ~~dated~~and ~~July~~XRoads 30SolutionsGroup, ~~2010~~LLC.

10.2 Consulting Services Agreement, dated August 13, 2010, between NexCen Brands, Inc.and Sue Nam.

SIGNATURES

According 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, thereunto duly authorized on August 213, 2010.

	NEXCEN BRANDS, INC.

		/s/ Sue J. Nam
	By:	Sue J. Nam
	Its:	General Counsel

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