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): ~~November~~January 93, ~~2017~~2018 (~~November~~December 327, 2017)

FRANKLY INC.

(Exact name of registrant as specified in its charter)

British Columbia		000-55821		98-1230527
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

333 Bryant Street, Suite 310

San Francisco, CA 94107

(Address of principal executive offices) (Zip code)

(415) 861-9797

(Registrant’s telephone number, including area code)

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))

[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~November~~August 331, ~~2017~~2016, ~~Frankly~~we ~~Inc.~~had ~~(the “Company”)~~ entered into ~~new~~(i) ~~employment~~a ~~agreements~~$14.5 ~~(the~~million ~~“Employment~~credit ~~Agreements”) with~~facility ~~its~~pursuant ~~Chief~~to ~~Executive~~a ~~Officer,~~credit ~~Steve Chung~~agreement, ~~and~~as ~~its~~amended ~~Chief~~on December ~~Financial~~20, ~~Officer/Chief~~2016, ~~Operating~~March ~~Officer~~30, ~~Lou~~2017, ~~Schwartz.~~May ~~Pursuant to~~25, ~~the~~2017 ~~Employment~~and ~~Agreements~~October 25, ~~effective~~2017 ~~November~~(the 3,“Credit ~~2017~~Agreement”) with Raycom Media, MrInc. ~~Chung~~(“Raycom”) isand ~~entitled~~(ii) toa ~~receive~~share anpurchase ~~annual~~agreement, ~~cash~~as ~~base~~amended ~~compensation~~on ~~in an~~December ~~amount~~20, ~~equal~~2016, toMarch ~~$360~~30,~~000~~ 2017, ~~which~~May ~~shall~~25, be2017 ~~increased~~and toOctober ~~$400~~25,~~000~~ ~~upon~~2017 ~~completion~~(the of“Raycom aSPA”) ~~strategic~~with ~~transaction,~~Raycom ~~and~~pursuant ~~Mr. Schwartz is entitled~~ to ~~receive~~which anwe ~~annual~~issued ~~cash~~150,200 common ~~base~~shares ~~compensation~~ in anexchange ~~amount~~for ~~equal~~a topromissory ~~$360,000.~~note ~~Both~~previously ~~Mr.~~issued ~~Chung~~by ~~and~~us ~~Mr. Schwartz are entitled~~ to ~~receive~~Raycom. aSee ~~cash~~the ~~annual~~section ~~bonus~~“Item ~~award~~2. Financial ofInformation—Management’s upDiscussion toand ~~100%~~Analysis of ~~their~~Financial ~~respective~~Condition ~~base~~and ~~salaries~~Results ifof Operations—Liquidity ~~the~~and ~~Company~~Capital ~~meets~~Resources—The orAugust ~~exceeds~~2016 ~~certain~~Refinancing” ~~criteria adopted~~in by the ~~Company’s~~registration ~~Board~~statement ofon Form ~~Directors~~10, ~~which~~filed ~~are~~with ~~enumerated~~the inSecurities aand ~~retention~~Exchange ~~plan~~Commission ~~entered~~on ~~into~~August by7, ~~the~~2017 ~~Company~~for ~~and~~a ~~Messrs. Chung~~description ~~and~~of ~~Schwartz on~~ the ~~same~~Credit ~~such~~Agreement ~~date (~~and the ~~“Retention~~Raycom ~~Plans”)~~SPA.

~~The~~On ~~foregoing~~December ~~description~~27, of2017, we further amended the ~~Employment~~Raycom ~~Agreements~~SPA and ~~Retention~~the ~~Plans~~Credit ofAgreement ~~Messrs.~~(the ~~Chung~~“Raycom Amendment”), pursuant to which Raycom and ~~Schwartz~~we ~~does~~agreed ~~not~~to ~~purport~~extend (i) the time periods for increasing the size of our board of directors to beseven ~~complete~~from December ~~and~~31, is2017 ~~qualified~~to inMarch ~~its~~31, ~~entirety~~2018 byand ~~reference~~(ii) tothe period for commencement of the ~~Employment~~Total ~~Agreements~~Leverage Ratio and ~~the~~Interest ~~Retention~~Coverage ~~Plans,~~Ratio ~~which~~covenants (as such terms are ~~filed~~defined asin ~~Exhibit 10.1,~~the ~~10.2,~~Credit ~~10.3~~Agreement) ~~and~~from ~~Exhibit~~the ~~10.4~~calendar ~~hereto~~quarter ~~and~~ending ~~incorporated~~December ~~herein~~31, by2017 ~~reference~~to the calendar quarter ending March 31, 2018.

~~Item~~The description 7of the Raycom SPA, the Credit Agreement and the Raycom Amendment above is qualified in its entirety by reference to the full agreements, as amended, which are attached hereto as Exhibits 10.011, 10.2, ~~Regulation~~10.3, FD10.4, ~~Disclosure~~10.5, 10.6 and 10.7.

In connection with the Employment Agreements and the Retention Plans described in Item 5.02 and the RSU issuance described in Item 8.01 of this Current Report, the Company issued a press release on November 6, 2017. This press release is attached to this Current Report as Exhibit 99.1.

Item 8.01.

Other Events.

OnIn ~~November~~connection 3,with ~~2017,~~ the ~~Company~~Raycom ~~issued~~Amendment andescribed ~~aggregate of 141,377 restricted share units (“RSUs”) to its independent directors~~ in ~~lieu~~Item 1.01 of ~~cash~~this ~~payment~~Current ~~for~~Report, ~~services on~~ the Company’s ~~Board~~issued ofa ~~Directors.~~press ~~The~~release ~~RSUs~~on ~~were distributed to the independent directors~~January ~~as follows: Tom Rogers – 60~~3,~~025~~ ~~RSUs, Steve Zenz – 45,533 RSUs and Samuel Hyun – 35,819 RSUs. The RSUs will vest by September 30,~~ 2018. ~~The~~This ~~Form~~press ofrelease ~~Restricted Stock Unit Agreement~~ is attached to this Current Report as Exhibit 1099.51.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

10.1	~~Employment~~Share Purchase Agreement, ofdated ~~Steve~~August ~~Chung~~31, ~~dated~~2016 by and between Frankly Inc. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.11 to Form S-1 (Registration No. 333-214578) filed November 310, ~~2017~~2016)
10.2	~~Employment~~Credit Agreement, ofdated ~~Lou~~August ~~Schwartz~~31, ~~dated~~2016 ~~November~~by 3and between Frankly Inc. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.10 to Amendment No. 1 to Form S-1 (Registration No. 333-214578) filed January 11, 2017)
10.3	~~Strategic~~Amendment ~~Transaction~~to ~~Retention~~the ~~Plan~~Credit ofAgreement ~~Steve~~and ~~Chung~~SPA, dated asDecember of20, ~~November~~2016 3by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.5 to Amendment No. 1 to Form S-1 (Registration No. 333-214578) filed January 11, 2017)
10.4	~~Strategic~~Amendment ~~Transaction~~to ~~Retention~~Credit ~~Plan~~Agreement, ofSPA ~~Lou~~and ~~Schwartz~~Raycom Warrant, dated asMarch of30, ~~November~~2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.27 to Amendment No. 3 to Form S-1 (Registration No. 333-214578) filed April 18, 2017)
10.5	Amendment to Credit Agreement, SPA and Raycom Warrant, dated May 25, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.30 to Amendment No. 7 to Form ofS-1 ~~Restricted~~(Registration ~~Stock~~No. ~~Agreement~~333-214578) filed June 2, 2017)
10.6	Amendment to Credit Agreement and SPA, dated October 25, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.6 to Form 8-K (File Number 000-55821) filed October 27, 2017)
10.7	Amendment to Credit Agreement and SPA, dated December 27, 2017 by and between Raycom Media, Inc. and Frankly Inc.
99.1	Press Release

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.

	FRANKLY INC.
Dated: November 9, 2017	By:	/s/ Steve Chung
Dated: January 3, 2018	By:	/s/ Steve Chung
	Name:	Steve Chung
	Title:	Chief Executive Officer

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