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): May 30, 2018

ALLIANCE MMA, INC.

(Exact name of registrant as specified in its charter) 

590 Madison Avenue, 21st Floor

New York, New York 10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 739-7825

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 30, 2018, the Alliance MMA, Inc. (the “Company”) borrowed $90,000 from a third-party shareholder pursuant to a secured promissory note. The note bears interest at 10% annually and matures June 30, 2018. The obligations under the note are secured by all the issued and outstanding capital stock of Roundtable Creative, Inc., (d/b/a/ “SuckerPunch Entertainment”) owned by the Company. Repayment of the note is subject to acceleration in the event of a breach of the repayment provisions or if a bankruptcy or similar proceeding for the benefit of our creditors is instituted against the Company. Under the terms of the note, the note holder has the right to roll-over the note investment into a future financing consummated in connection with an acquisition transaction. The note investment may be rolled-over into any such future financing on the same terms as such financing.

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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.