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): ~~July~~August 2116, 2016

____________________

FANTEX, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-55204		80-0884134
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Delaware

(State or other jurisdiction of incorporation)

000-55204

(Commission File Number)

80-0884134

(IRS Employer Identification Number)

330 Townsend Street, Suite 234San Francisco, CA 94107(Address of principal executive offices, including Zip Code)

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 592-5950

____________________

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 18.0101Other ~~Entry into a Material Definitive Agreement~~Events.

~~Securities~~On ~~Purchase~~August ~~Agreement~~16, 2016, the Board of Directors of Fantex, Inc., a Delaware corporation (the “Company”), declared the following dividends (collectively, the “Dividends”):

On- ~~July 22, 2016, Fantex, Inc~~$1.50 (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein. Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 5,933,658 of its Fantex Sports Portfolio 1 Units (the “Units”) at a purchase price per ~~Unit~~share ~~of $10.00,~~ for ~~aggregate~~its ~~gross proceeds of approximately $59.3 million (the “Offering”). Each Unit is comprised of 0.765 shares of the Company’s~~ Fantex Series ~~Professional Sports Convertible Tracking Stock (“Fantex Series Professional Sports”), 0.017 shares of the Company’s Fantex Series~~ Vernon Davis Convertible Tracking Stock, 0.047 shares of the Company’s Fantex Series EJ Manuel Convertible Tracking Stock, 0.015 shares of the Company’s Fantex Series Mohamed Sanu Convertible Tracking Stock, 0.102 shares of the Company’s Fantex Series Alshon Jeffery Convertible Tracking Stock, 0.043 shares of the Company’s Fantex Series Michael Brockers Convertible Tracking Stock and 0.033 shares of the Company’s Fantex Series Jack Mewhort Convertible Tracking Stock (such convertible tracking stocks, collectively, the “Tracking Stocks”). The shares of the Tracking Stocks that comprise the Units may not be separately traded at any time.

~~The~~- ~~Offering closed on July 22, 2016~~$0.37 ~~919,571~~per ~~Units~~share ~~were~~for ~~purchased in~~its ~~the Offering by~~ Fantex ~~Holdings,~~Series ~~Inc.~~EJ ~~(“Holdings”),~~Manuel ~~the~~Convertible ~~Company’s~~Tracking ~~parent company, and 2,189,087 Units were purchased in the Offering by certain directors and related persons of Holdings in the Offering, in each case pursuant to the Purchase Agreement.~~Stock

~~The~~- ~~Company used the gross proceeds to it from the Offering to (i) repurchase approximately~~ $~~12.5 million in shares of outstanding Tracking Stocks, (ii) repay approximately $12.~~3 ~~million of principal and unpaid interest on outstanding promissory notes and (iii) pay approximately $32~~.460 ~~million~~per toshare ~~consummate~~for its ~~brand~~Fantex ~~contracts~~Series ~~with~~Mohamed ~~Allen~~Sanu ~~Robinson,~~Convertible ~~Tyler~~Tracking ~~Duffey, Maikel Franco, Collin McHugh, Jonathan Schoop, Yangervis Solarte, Kelly Kraft, Scott Langley, Jack Maguire and Kyle Reifers.~~ Stock

~~The~~- ~~Offering~~$0.31 isper ~~exempt~~share ~~from registration pursuant to the exemption~~ for ~~transactions~~its byFantex anSeries ~~issuer~~Alshon ~~not~~Jeffery ~~involving~~Convertible ~~any~~Tracking public offering under Section 4(a)(2) the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D under the Securities Act. The Units were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements. Stock

~~The~~- ~~foregoing~~$0.61 ~~description~~per ofshare ~~the~~for ~~Purchase Agreement does not purport to be complete and is qualified in~~ its ~~entirety~~Fantex bySeries ~~reference~~Michael toBrockers ~~the~~Convertible ~~Purchase~~Tracking ~~Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.~~Stock

~~Amendment~~- No$0.25 1per toshare ~~Management~~for ~~Agreement~~its Fantex Series Jack Mewhort Convertible Tracking Stock

On- ~~July 22, 2016, in connection with the closing of the Offering, the Company and Holdings entered into Amendment No~~$0.17 1per toshare Management Agreement (the “Amendment”), amending that certain Management Agreement, dated as of July 10, 2013, by and between the Company and Holdings (the “Management Agreement”). Prior to the Amendment, the Management Agreement provided that the Company would pay Holdings 5% of the gross cash received by it pursuant to its brand contracts during any quarterly period as remuneration for the management and administrative services provided to the Company by Holdings. The Amendment provides that the Company shall not be obligated to remunerate Holdings with respect to any of the gross cash received by the Company under its ~~brand~~Fantex ~~contracts~~Series ~~with~~Professional ~~Andrew~~Sports ~~Heaney,~~Convertible ~~Allen~~Tracking ~~Robinson, Ryan Shazier, Terrance Williams, Kendall Wright, Tyler Duffey, Maikel Franco, Collin McHugh, Jonathan Schoop, Yangervis Solarte, Kelly Kraft, Scott Langley, Jack Maguire and Kyle Reifers.~~ Stock

~~Item~~The ~~3.02~~Dividends ~~Unregistered~~declared ~~Sales~~with respect to the above-referenced convertible tracking stocks of ~~Equity~~the ~~Securities~~Company equate to an aggregate dividend of $0. 293 per unit for the Company’s Fantex Sports Portfolio 1 Units.

The ~~information~~Dividends ~~called~~are ~~for~~payable byon ~~this~~September ~~Item~~14, ~~3.02~~2016 isto ~~contained~~the instockholders ~~Item~~of ~~1.01,~~record ~~which~~for isthe ~~incorporated~~applicable ~~herein~~securities byas ~~reference~~of the close of business on September 7, 2016.

~~Item~~ On 5August 16, 2016, the Company issued a press release regarding the Dividends.02 ~~Departure~~A copy of ~~Directors~~the orpress ~~Certain~~release ~~Officers;~~is ~~Election~~furnished ofas ~~Directors;~~Exhibit ~~Appointment~~99.1 ofto ~~Certain~~this ~~Officers;~~report ~~Compensatory~~and ~~Arrangements~~is ofincorporated ~~Certain~~by ~~Officer~~reference herein.

OnItem ~~July 21, 2016, the Company appointed Ted Monohon, age 50, as the Company’s principal accounting officer, effective as July 21, 2016~~9.01Financial ~~Mr.~~Statements ~~Monohon has served as the Company’s Controller~~ and ~~Vice President of Finance since June 2012 and as the Chief Financial Officer of Fantex Brokerage Services, LLC (“FBS”), the Company’s affiliated-broker dealer, since 2013~~Exhibits. From January 2006 until July 2012, Mr. Monohon served as Vice President of Finance & Administration for Become, Inc., a private internet comparison shopping company. Mr. Monohon obtained his B.S. in Accounting from Rochester Institute of Technology.

On July 21, 2016, David Mullin the Company’s Chief Financial Officer, advised the Company of his decision to resign from his position as the Company’s Chief Financial Officer, effective as of July 31, 2016(d)Exhibits. ~~The Company intends to retain Mr. Mullin as a consultant.~~

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Exhibit No.	Exhibit Description
99.1	Press release issued by the Company dated as of August 16, 2016.

In connection with the Offering, on July 21, 2016, the Company filed a Certificate of Designations of the Fantex Series Professional Sports (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, effective as of July 21, 2016, designating 4,540,443 shares of the Company’s common stock as Fantex Series Professional Sports and establishing the rights, preferences, privileges and restrictions of the holders of the Fantex Series Professional Sports.

The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by the Certificate of Designations, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On July 25, 2016, FBS issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On July 25, 2016, FBS announced that it intends to withdraw as a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), and to close, effective as of August 24, 2016, the FBS alternative trading system (the “ATS”). Following the closure of the ATS, there will no longer be a dedicated trading platform for the Company’s outstanding Tracking Stocks. A holder of shares of the Tracking Stocks may be able to sell such securities in the over-the-counter (“OTC”) market through a brokerage firm or in a private transaction. However, in the OTC market, only market-makers in the Tracking Stocks are permitted to post quotes, and there is currently no indication that a market maker will initiate quotations in the Tracking Stocks in the near future.

In connection with FBS’s withdrawal as a registered broker-dealer and the closure of the FBS ATS, FBS also informed existing FBS account holders that they must transfer their accounts to a different broker on or before August 24, 2016. If an FBS account holder or its broker does not make arrangements to transfer his or her account by August 24, 2016, (i) FBS will close such account and send such account holder any cash balances by check to the address listed on such account and (ii) any shares owned by an FBS account holder at the time its account is closed will be directly registered in the account holder’s name with the Company via American Stock Transfer and Trust Company, the Company’s transfer agent. FBS account holders that do not make arrangements to transfer their accounts may elect to have FBS attempt to liquidate their shares of Tracking Stocks at prevailing market prices prior to the closure of the account, subject to FBS’s standard commission. FBS may be unable to liquidate the Tracking Stocks in an FBS account holder’s account in part or in full.

Cautionary Statement Regarding Forward-Looking Statements

To the extent that statements contained in this Current Report on Form 8-K are not descriptions of historical fact, they are forward-looking statements reflecting the current beliefs and expectations of management of the Company made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the

Company’s expectations regarding FBS’s withdrawal as a registered broker-dealer and FINRA member, the closure of the ATS, the ability of holders of the Company’s securities to sell or otherwise dispose of such securities in the future, including whether there are expected to be any market makers, and FBS’s future plans relating to the closure of FBS accounts. Forward-looking statements are based upon information available to the Company as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to revise or update any such forward-looking statement, except as required by law. Actual results and the timing of events could differ materially from current expectations based on risks and uncertainties affecting the Company’s business. The reader is cautioned not to unduly rely on the forward-looking statements contained in this Current Report on Form 8-K. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 10, 2016, and the Company’s other periodic reports filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations of the Fantex Series Professional Sports Convertible Tracking Stock.
99.1		Press release of Fantex Brokerage Services, LLC, dated July 25, 2016.

SIGNATURES

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

Date: July 27, 2016			FANTEX, INC.
Date: August 16, 2016	FANTEX, INC.
	By:	/s/ Bill Garvey	~~By:~~	~~/s/ William Garvey~~
				William Garvey
	Name:	Bill Garvey
				Chief Legal Officer, Secretary
	Title:	Chief Legal Officer

~~Item 9.01~~Exhibit ~~Financial Statements and Exhibits.~~ Index

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press release issued by the Company dated as of August 16, 2016.

Exhibit No.		Description
3.1		Certificate of Designations of the Fantex Series Professional Sports Convertible Tracking Stock.
99.1		Press release of Fantex Brokerage Services, LLC, dated July 25, 2016.

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