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) ~~December~~March 16, ~~2016~~2017

XFIT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55372

47-1858485

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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 15.0102 ~~ENTRY~~DEPARTURE ~~INTO~~OF ~~MATERIAL~~DIRECTORS ~~DEFINITIVE~~OR ~~AGREEMENTS~~CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

~~AMENDED~~Resignation of ~~AND~~David ~~RESTATED~~E. ~~NOTE~~Vautrin ~~PURCHASE~~as ~~AGREEMENT~~Chief ~~WITH~~Executive ~~PIMCO~~Officer, ~~FUNDS:~~Assumption ~~PRIVATE~~of ~~ACCOUNT~~Principal ~~PORTFOLIO~~Executive ~~SERIES:~~Duties ~~PIMCO~~by ~~HIGH~~Charles ~~YIELD PORTFOLIO~~Joiner

On ~~December~~March 16, ~~2016~~2017 weDavid ~~entered~~E. ~~into~~Vautrin, anChief ~~Amended~~Executive ~~and~~Officer ~~Restated~~of ~~Note~~XFit ~~Purchase~~Brands, ~~Agreement~~Inc. (the “~~Agreement~~Registrant”), ~~with~~resigned ~~PIMCO~~his ~~Funds:~~officer ~~Private~~positions ~~Account~~with ~~Portfolio~~the ~~Series:~~Registrant, ~~PIMCO~~to ~~High~~pursue ~~Yield~~other ~~Portfolio~~opportunities. ~~(“PIMCO”)~~Mr. ~~pursuant~~Vautrin todid ~~which~~not weresign ~~issued~~as a ~~$3.5~~result ~~million 9%~~of ~~Senior~~any ~~Secured~~disagreement ~~Fixed~~with the ~~Rate~~Registrant ~~Note~~and ~~due~~will ~~July~~remain ~~12,~~a ~~2020~~member (of the ~~“Note”)~~Board of Directors. The ~~Note~~Board ~~refinanced~~of ~~our~~Directors ~~prior~~has ~~14%~~begun ~~Senior~~a ~~Secured Note~~search inprocess ~~the~~for ~~principal~~a ~~amount~~new chief ofexecutive $2officer.5 ~~million~~Until ~~(the~~a ~~“Prior~~successor ~~Note”)~~is identified or otherwise directed, ~~providing~~David usE. ~~with~~Vautrin anhas ~~additional~~agreed $1to ~~million~~act inas ~~working~~interim ~~capital.~~principal Asexecutive ~~with~~officer, ~~the~~and ~~Prior~~Charles ~~Note~~Joiner, ~~the~~who ~~Note~~currently isserves ~~secured~~as byPresident aof ~~lien~~the onRegistrant ~~substantially~~and ~~all~~a member of ~~our~~its ~~assets~~Board of ~~(other~~Directors, ~~than~~will ~~those~~assume ~~sold~~the ~~pursuant to~~operational ~~our~~responsibilities ~~factoring~~of ~~agreement~~the ~~with~~business. ~~Crown~~Mr. ~~Financial)~~Vautrin is not receiving compensation as interim principal executive officer.

In connection with ~~the~~Mr. ~~Agreement~~Vautrin’s resignation, ~~(i)~~Mr. ~~PIMCO~~Vautrin ~~converted~~agreed $to ~~278,689~~extend inthe date by which accrued and unpaid ~~interest~~salary ~~into~~and vacation 1pay from the 72 hours mandated under California law for 90 days to June 16,~~990~~ 2017. This amounts to $61,~~639~~133.03. Mr. Vautrin can, at his sole election, convert such compensation as listed above in shares of ~~our~~the Registrant’s common stock. Inat ~~addition~~the welessor of ~~had~~15 ~~previously~~cents ~~issued~~or ~~PIMCO~~25% adiscount ~~warrant~~ to ~~purchase~~the ~~ten~~fair ~~percent~~market value on the date of ~~our~~election ~~equity~~of atMr. anVautrin. ~~exercise~~For ~~price~~the purposes of ~~$1.5~~Waiver, the “fair ~~million.~~market Wevalue” ~~amended~~shall be shall be the ~~terms~~prior ten-day volume-weighted average price (“VWAP”) of the common stock on ~~purchase~~the ~~warrant~~principal ~~previously~~trading ~~issued~~market determined as of date Mr. Vautrin elects the option to ~~PIMCO~~convert to ~~reduce~~common ~~the~~stock ~~exercise~~pursuant ~~price~~to ~~thereof~~the toWaiver ~~$350,000~~Agreement.

In addition, Mr. Vautrin has personally guaranteed the Registrant’s $35,000 line of credit with Wells Fargo and its corporate credit card with a $50,000 credit limit. The Registrant has agreed to stop using these credit facilities and to pay them off or ~~foregoing~~otherwise ~~descriptions~~obtain a release of Mr. Vautrin’s guarantee within 90 days. In the ~~Agreement~~event that it is determined by Mr. Vautrin that his guaranty can not be removed, ~~Note~~then Mr. Vautrin at his sole discretion can take action to remove his name as the CEO and or guarantee to any banking or Registrant related documents. In the ~~amended~~event ~~common~~that ~~stock~~the ~~purchase~~Registrant ~~warrant~~does ~~are~~not ~~qualified~~payoff in ~~its~~full ~~entirety~~the ~~by reference~~$35,000 toworking capital line and credit card in full within the ~~provisions~~90 days, then Mr. Vautrin can, at his sole election, convert the balance of such ~~agreements~~personally ~~filed~~guaranteed obligations as ~~exhibits~~listed above into shares of the Registrant’s common stock at the lessor of $0.15 per share or a 50% discount to ~~this~~the ~~Current~~fair ~~Report~~market value (as defined above) on the ~~Form~~date ~~8-K~~of ~~which~~election ~~are~~of ~~incorporated~~Mr. ~~herein~~Vautrin byand payoff ~~reference~~such upon receipt from such new share issuance. The Registrant will pay the costs of any legal opinion required for removal of restrictive legend for shares issued pursuant to this Agreement.

~~ITEM~~If 2permitted under the Registrant’s health plan, and at Mr.03 ~~CREATION~~Vautrin’s OFsole Adiscretion, ~~DIRECT~~he ~~FINANCIAL~~may ~~OBLIGATION~~off ORset ANthe ~~OBLIGATION~~back ~~UNDER~~pay ANwith continued ~~OFF-BALANCE~~use ~~SHEET~~of ~~ARRANGEMENT~~the OFexisting Acurrent ~~REGISTRANT~~health and car insurance coverage for him and his family.

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 pursuant 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

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

10.1 Waiver Agreement between the Registrant and David E. Vautrin dated March 16, 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.

	XFIT BRANDS, INC.
	(Registrant)
Date: December 20, 2016	By:	/s/ David E. Vautrin
Date: March 16, 2017	By:	/s/ David E Vautrin
		David E. Vautrin
		Chief Executive Officer
		Interim Principal Executive Officer

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