UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~October~~ 17December 16, 2016

XFIT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55372	47-1858485
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

25731 Commercentre Drive, Lake Forest, CA		92630
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 916-9680

(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):

[ ] 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~~ITEM 1.01 ~~Entry~~ENTRY ~~into~~INTO aMATERIAL ~~Material~~DEFINITIVE ~~Definitive Agreement.~~AGREEMENTS

~~Acquisition of~~AMENDED ~~Assets~~AND ofRESTATED ~~Environmental~~NOTE ~~Turf~~PURCHASE ~~Services,~~AGREEMENT ~~LLC~~WITH PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO

On ~~October~~December 1416, 2016 ~~but~~we ~~effective~~entered asinto ofan ~~October~~Amended ~~10,~~and ~~2016,~~Restated ~~XFit~~Note ~~Brands,~~Purchase ~~Inc.~~Agreement (~~“XFit” or~~ the “~~Company~~Agreement”) ~~acquired~~with PIMCO Funds: ~~the~~Private ~~assets~~Account ofPortfolio ~~Environmental~~Series: ~~Turf~~PIMCO ~~Services,~~High ~~LLC~~Yield Portfolio (“~~EnviroTurf~~PIMCO”) pursuant to awhich ~~definitive~~we ~~Asset~~issued ~~Purchase~~a ~~Agreement~~$3.5 ~~dated~~million ~~October~~9% 10Senior Secured Fixed Rate Note due July 12, ~~2016~~2020 (the “~~Purchase Agreement~~Note”). ~~between~~The ~~the~~Note ~~Company~~refinanced ~~and~~our ~~EnviroTurf.~~prior ~~The~~14% ~~acquired~~Senior ~~assets~~Secured Note ~~consisted~~in the principal amount of ~~inventory, accounts~~$2.5 ~~receivable,~~million ~~equipment~~(the ~~and~~“Prior ~~vehicles~~Note”), ~~the~~providing ~~registered~~us ~~trademark~~with ~~“ENVIROTURF”~~an ~~and~~additional ~~the~~$1 ~~associated~~million ~~goodwill.~~in ~~The~~working ~~acquisition~~capital. ~~was~~As ~~completed~~with onthe ~~October~~Prior 14Note, ~~2016~~the ~~upon~~Note ~~delivery~~is ~~and~~secured ~~acceptance~~by a lien on substantially all of ~~the~~our ~~schedules~~assets (other than those sold pursuant to ~~the~~our ~~Purchase~~factoring ~~Agreement~~agreement ~~(the~~with ~~“Acquisition”~~Crown Financial).

AtIn ~~the~~connection ~~closing~~with of the ~~Acquisition~~Agreement, ~~the Company paid and issued to EnviroTurf a total purchase price of $346,000 as follows:~~ (i) ~~assumption of~~PIMCO converted $~~200~~ 278,~~000~~689 ofin ~~EnviroTurf’s~~accrued ~~accounts~~and ~~payable~~unpaid ~~and~~interest ~~(ii)~~into 21,~~000~~990,~~000~~639 ~~restricted~~ shares of ~~XFit~~our ~~Common~~common stock. ~~Stock~~In ~~(the~~addition ~~“Purchase Price~~we ~~Shares”),~~had ~~which~~previously ~~were~~issued ~~valued~~PIMCO ata ~~the~~warrant ~~closing~~to ~~price~~purchase onten ~~the~~percent ~~date~~ of ~~XFit’s~~our ~~Common~~equity ~~Stock~~at onan ~~the~~exercise ~~date~~price of ~~the Acquisition~~$1.5 ~~The~~million. ~~Company~~We ~~will~~amended ~~fund~~ the ~~non-share~~terms ~~purchase~~of ~~price and~~ the ~~costs~~common ~~and~~stock ~~expenses~~purchase ofwarrant ~~the~~previously ~~Acquisition~~issued ~~through~~to aPIMCO ~~combination~~to ofreduce ~~cash on~~the ~~hand~~exercise ~~and~~price ~~internally-generated~~thereof to ~~working capital~~$350,000.

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

~~The~~ITEM foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is subject and qualified in its entirety by reference to the text of the Purchase Agreement, which is filed as Exhibit 2.103 toCREATION ~~this~~OF ~~report~~A ~~and~~DIRECT ~~incorporated by~~FINANCIAL ~~reference~~OBLIGATION inOR ~~this~~AN ~~Item~~OBLIGATION ~~1.01.~~UNDER ~~The~~AN ~~representations~~OFF-BALANCE ~~and~~SHEET ~~warranties~~ARRANGEMENT ofOF ~~the~~A ~~parties~~REGISTRANT in the Purchase Agreement have been made solely for the benefit of the other parties to the Purchase Agreement, and were not intended to be, and should not be, relied upon by any person other than such parties, including shareholders of the Company; should not be treated as categorical statements of fact, but rather as a way of allocating risk between the parties; in some cases have been qualified by disclosures that were made to the other parties in connection with the negotiation of the Purchase Agreement, which disclosures are not necessarily reflected in the Purchase Agreement; may apply standards of materiality in a way that may differ from standards of materiality applied by investors; and were made only as of the date of the Purchase Agreement or as of such other date or dates as may be specified in the Purchase Agreement, and are subject to developments occurring after those dates.

~~After~~Reference ~~giving~~is ~~effect~~made to the ~~issuance~~disclosure ofset ~~the~~forth ~~shares~~under ofItem ~~Common Stock issued EnviroTurf at closing, EnviroTurf will beneficially own approximately 7~~1.7%01 of ~~the~~this ~~Company’s outstanding shares of Common Stock. In addition~~Report, ~~pursuant to the Purchase Agreement, Jim Bateman, the majority equity owner of EnviroTurf, entered into an employment agreement with the Company for an initial term ending June 30, 2019 pursuant to~~ which hedisclosure will be President of the Sports Division and join the Board of Directors of the Company for base compensation of $72,000 per year, In addition, the Company shall also pay to Bateman (i) a commission of $0.05 per square of installed and paid turf from the EnviroTurf business; (ii) 2% of Net Sales (defined as Gross Sales less Discounts) directly generated by Bateman on the sale of any other product in the XFit Brand portfolio; and (iii) an equity bonus equivalent to 100,000 shares of XFit Common Stock or share-based equivalents (subject to adjustments for share splits and recapitalizations) for each $5,000,000 in EnviroTurf Net Sales. Finally, Bateman will be provided an equity incentive of 1,000,000 shares of XFit Common Stock following the successful sales and collection of $5,000,000 in EnviroTurf Net Sales. The foregoing description of the Employment Agreement is ~~not~~incorporated ~~complete~~herein ~~and is subject and qualified in its entirety~~ by reference ~~to the text of such agreement, which is filed as Exhibit 10~~.~~1 to this report and incorporated by reference in this Item 1.01.~~

~~Item~~The 2Note provides for monthly payments of interest at the rate of 9% per annum, with the principal due at maturity on July 12, 2020.01 The ~~Completion~~principal and interest on the Note will be accelerated upon an event of ~~Acquisition~~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 ~~Disposition~~our repurchasing shares of ~~Assets~~common stock.

AsITEM ~~described under Item 1~~3.0102 ofUNREGISTERED ~~this~~SALES ~~Current~~OF ~~Report~~EQUITY on Form 8-K, the Company completed its acquisition of EnviroTurf effective October 10, 2016 for a total purchase price of $346,000 funded with shares of XFit Common Stock and existing working capital. The foregoing does not constitute a complete summary of the Acquisition or the terms of the Purchase Agreement, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, which are incorporated by reference herein.SECURITIES

~~Item~~Reference ~~3.02~~is ~~Unregistered~~made ~~Sales~~to the disclosure set forth under Item 1.01 of ~~Equity~~this ~~Securities~~Report, which disclosure is incorporated herein by reference.

The ~~information~~issuances ~~set~~of ~~forth~~the inNote, ~~Item~~the ~~1.01~~shares of ~~this~~common ~~Current~~stock ~~Report~~issued onupon ~~Form~~conversion ~~8-K~~of ~~regarding~~accrued ~~the~~interest ~~issuance~~and of the ~~shares~~amended ofcommon ~~Common~~stock ~~Stock by~~purchase ~~XFit~~warrant ~~pursuant~~were toexempt from the ~~Acquisition~~registration isrequirements ~~incorporated~~of ~~herein~~the bySecurities ~~reference.~~Act ~~The securities issued~~ pursuant to the ~~Acquisition~~exemption ~~are~~for ~~restricted securities and were offered and sold in private~~ transactions toby an issuer ~~accredited~~not ~~investor~~involving ~~(as~~any ~~such~~public ~~term~~offering isunder ~~defined~~Section ~~in Rule 501~~4(a)~~, as~~(2) ~~promulgated~~of ~~under~~ the Securities Act ofand ~~1933),~~Rule ~~without~~506 ~~registration~~of Regulation D promulgated under the Securities Act ~~and~~(“Regulation ~~the~~D”). ~~securities~~The ~~laws~~Company ofmade ~~certain states,~~this indetermination ~~reliance~~based on the ~~exemption~~representations ~~provided by Section 4(a)(2)~~ of ~~the Securities Act of 1933, as amended, and similar exemptions~~PIMCO ~~under~~that ~~applicable~~PIMCO ~~state~~is ~~laws.~~an ~~The~~“accredited ~~securities~~investor” ~~sold~~within in the ~~foregoing~~meaning ~~transaction~~of ~~may~~Rule ~~not~~501 beof ~~offered~~Regulation orD ~~sold~~and inhas ~~the~~access ~~United~~to ~~States~~information ~~absent~~about ~~registration~~the orCompany anand ~~applicable~~its ~~exemption from registration requirements~~investment.

2The Company did not pay any brokerage commissions or finders’ fees in connection with the transactions with PIMCO.

~~Item~~This 9Report is neither an offer to sell nor the solicitation of an offer to buy any securities.01 ~~Financial~~The ~~Statements~~securities have not been registered under the Securities Act and ~~Exhibits~~may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act.

~~(a)~~ITEM ~~Financial~~9.01 ~~Statements~~FINANCIAL ofSTATEMENTS ~~Businesses~~AND ~~Acquired~~EXHIBITS

The Company will furnish the financial statements of the business acquired as required by Item 9.01(a) by amendment not later than 71 calendar days after the date on which the initial Current Report on Form 8-K with respect to the consummation of the Acquisition reported under Item 2.01 of this report is required to have been filed with the SEC pursuant to SEC rules.

(b) Pro Forma Financial Information

The Company will furnish the pro forma financial information required by Item 9.01(b) by amendment not later than 71 calendar days after the date on which the initial Current Report on Form 8-K with respect to the consummation of the Acquisition reported under Item 2.01 of this report is required to have been filed with the SEC pursuant to SEC rules.

(d) Exhibits

The following exhibits are attached to this Current Report on Form 8-K:

10.1		Amended and Restated Note Purchase Agreement dated as of December 16, 2016

10.2		9% Senior Secured Fixed-Rate Note due July 12, 2020

10.3		Amended and Restated Common Stock Purchase Warrant

10.4		Amended and Restated Pledge And Security Agreement

10.5		Patent Security Agreement

10.6		Trademark Security Agreement

Exhibit Number Exhibit Title or Description

2.1 Asset Purchase Agreement between the Company and Environmental Turf Services, LLC (The schedules and exhibits to the Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. XFit Brands, Inc. agrees to furnish as supplemental information to the SEC, upon request, a copy of any omitted schedule or exhibit).

10.1 Employment Agreement between the Company and Jim Batemen.

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.

	XFIT BRANDS, INC.
	(Registrant)
Date: October 19, 2016	By:	/s/ David E. Vautrin
Date: December 20, 2016	By:	/s/ David E. Vautrin
		David E. Vautrin
		Chief Executive Officer

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