XFTB / XFit Brands, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

XFTB / XFIT BRANDS INC 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-55372 XFit Brands, Inc. (Exact name of registrant as specified in its ch

Certificate of Designation, Convertible Preferred Stock, Series A

XFIT BRANDS, INC. CERTIFICATE OF DESIGNATION CONVERTIBLE PREFERRED STOCK, SERIES A CONVERTIBLE PREFERRED STOCK, SERIES A. There is hereby created a series of preferred stock designated as Convertible Preferred Stock, Series A (the ?Series A Preferred Stock?), which will consist of 1,000 shares. The Series A Preferred Stock shall have the preferences, voting powers, relative, participating, optiona

Preferred Stock Purchase Agreement between Registrant and PIMCO

EX-10.1 3 ex10-1.htm XFIT BRANDS, INC. PREFERRED STOCK PURCHASE AGREEMENT Dated as of February 1, 2018 XFIT BRANDS, INC. PREFERRED STOCK PURCHASE AGREEMENT February 1, 2018 PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio c/o Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, California 92660 Ladies and Gentlemen: XFIT BRANDS, INC., a Nevada

Entry into a Material Definitive Agreement

8-K 1 form8-k.htm 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) February 1, 2018 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction of incorporation) (

Note Purchase Agreement between Registrant and Innovative Capital, LLC

NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (the ?Agreement?), dated as of September 21, 2017, by and between XFit Brands, Inc.

Convertible Note due September 2020 issued to Innovative Capital, LLC

Execution Copy CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Convertible Note due September 2019 issued to Innovative Capital, LLC

Execution Copy CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Entry into a Material Definitive Agreement, Other Events

8-K 1 form8-k.htm 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) April 26, 2017 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction of incorporation) (Co

Promissory Note issued to GCP, Inc.

PROMISSORY NOTE $150,000.00 September 7, 2017 FOR VALUE RECEIVED, XFit Brands, Inc., a Nevada corporation (?Borrower?), hereby promises to pay to the order of GCP, Inc., a Colorado corporation (hereinafter referred to, together with each subsequent holder hereof, as ?Lender?), in lawful money of the United States and in the principal sum of One Hundred Fifty Thousand and no/100 Dollars ($150,000.0

Convertible Note due September 2018 issued to Innovative Capital, LLC

Execution Copy CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

XFIT BRANDS 0-K

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-55372 CUSIP NUMBER NOTIFICATION OF LATE FILING 98420R 106 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period End

XFIT BRANDS 0-Q

OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 2015 Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) April 26, 2017 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction (Commission (IRS Employer of incorporat

As filed with the Securities and Exchange Commission on March 29, 2017 Registration No. 333-214045 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 TO REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on March 29, 2017 Registration No.

AMENDMENT

AMENDMENT THIS AMENDMENT AGREEMENT (“Amendment”) is dated as of March 20, 2017, to the Investment Agreement (the “Investment Agreement”) dated as of August 12, 2016 by and between XFit Brands, Inc.

WAIVER AGREEMENT

EX-10.1 2 ex10-1.htm WAIVER AGREEMENT This Waiver Agreement (“Agreement”) is made this 16th day of March 2017 by and between: XFit Brands, Inc. (hereinafter referred to as the “Company”), - and - David E. Vautrin, of the City of Aliso Viejo, California (hereafter referred to as the “Executive”). Corporation and Executive are individually referred to as a “Party” and collectively as the “Parties”.

Current Report

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) March 16, 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 Numb

XFIT BRANDS (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of Re

XFIT BRANDS 0-Q

NT 10-Q 1 formnt10-q.htm OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 2015 Washington, D.C. 20549 Estimated average burden hours per response . 2.50 FORM 12b-25 SEC FILE NUMBER 000-55372 NOTIFICATION OF LATE FILING CUSIP NUMBER 98420R 106 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ]

XFTB / XFIT BRANDS INC / PACIFIC INVESTMENT MANAGEMENT CO LLC - SC 13G Passive Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Estimated average burden hours per response. . . . . . . . . . .10.4 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) XFIT Brands, Inc. (Name of Issuer) Common Stock (Title of

ENVIRONMENTAL TURF SERVICE, LLC FINANCIAL STATEMENTS and Accountants’ Review Report As of and For the Six and Three Months Ended June 30, 2016 and September 30, 2016

ENVIRONMENTAL TURF SERVICE, LLC FINANCIAL STATEMENTS and Accountants? Review Report As of and For the Six and Three Months Ended June 30, 2016 and September 30, 2016 To the Members of Environmental Turf Service, LLC We have reviewed the accompanying financial statements of Environmental Turf Service, LLC, which comprise the balance sheets as of June 30, 2016 and September 30, 2016, and the related statements of operations and changes in members? deficit and cash flows for the six months ended June 30, 2016 and three months ended September 30, 2016 and the related notes to the financial statements.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS For the year ended June 30, 2016 and the three months ended September 30, 2016

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS For the year ended June 30, 2016 and the three months ended September 30, 2016 Further to the Form 8-K dated October 19, 2016, on October 10, 2016 XFit Brands, Inc.

ENVIRONMENTAL TURF SERVICE, LLC FINANCIAL STATEMENTS and Independent Auditors’ Report DECEMBER 31, 2015 and 2014

ENVIRONMENTAL TURF SERVICE, LLC FINANCIAL STATEMENTS and Independent Auditors? Report DECEMBER 31, 2015 and 2014 To the Members of Environmental Turf Services, LLC We have audited the accompanying financial statements of Environmental Turf Services, LLC, including the balance sheets as of December 31, 2015 and 2014, and the related statements of operations and changes in members? deficit and cash flows for the years then ended, and the related notes to the financial statements.

Financial Statements and Exhibits

8-K/A 1 form8-ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 17, 2016 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction of incorporati

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN CONTRAVENTION OF SECTION 5 OF SUCH ACT. XFIT BRANDS,

Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN CONTRAVENTION OF SECTION 5 OF SUCH ACT.

PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Patent Security Agreement”), dated as of December 16, 2016, is made by XFIT BRANDS, INC.

Entry into a Material Definitive Agreement

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 16, 2016 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 N

Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of December 16, 2016 Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdow

EX-10.1 2 ex10-1.htm Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of December 16, 2016 Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. 9.00% Senior Secured Fixed Rate Notes due 2020 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of December 16, 2016 THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. XFIT BRANDS, INC. PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD

EX-10.4 5 ex10-4.htm AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of December 16, 2016 between THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. XFIT BRANDS, INC. and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, as Secured Party TABLE OF CONTENTS PAGE Section 1. DEFINITIONS 1 Section 2. GRANT OF SECURITY 9 Section 3

TRADEMARK SECURITY AGREEMENT

EX-10.6 7 ex10-6.htm TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Trademark Security Agreement”), dated as of December 16, 2016, is made by XFIT BRANDS, INC., a Nevada corporation (the “Grantor”), in favor of PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, a separa

WARRANT EXERCISE NOTICE

WARRANT THIS WARRANT HAS BEEN ISSUED IN REPLACEMENT OF THAT CERTAIN WARRANT CERTIFICATE NO.

XFIT BRANDS

As filed with the Securities and Exchange Commission on December 2, 2016 Registration No.

XFIT BRANDS (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of R

XFIT BRANDS 0-Q

OMB APPROVAL UNITED STATES OMB Number: .....3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 2018 Washington, D.C. 20549 Estimated average burden hours per response ... 2.50 FORM 12b-25 SEC FILE NUMBER 000-55372 NOTIFICATION OF LATE FILING CUSIP NUMBER 98420R 106 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Pe

BNVI / BioNovo, Inc. / KODIAK CAPITAL GROUP, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 XFIT BRANDS, INC. (Name of Issuer) Common Stock $0.001 par value per share (Title of Class of Securities) 98420R106 (CUSIP Number) 25731 Commerce Centre Drive Lake Forest, CA 92630 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communicatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

8-K 1 form8-k.htm 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) October 17, 2016 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction (Commission (IRS Em

ASSET PURCHASE AGREEMENT XFIT BRANDS, INC. ENVIRONMENTAL TURF SERVICES, LLC October 10, 2016 ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT BETWEEN XFIT BRANDS, INC. AND ENVIRONMENTAL TURF SERVICES, LLC October 10, 2016 ASSET PURCHASE AGREEMENT THIS AGREEMENT made the 10th day of October, 2016, B E T W E E N: XFIT BRANDS, INC., a corporation incorporated under the laws of Nevada, (hereinafter referred to as the ?Purchaser?), - and - ENVIRONMENTAL TURF SERVICES, LLC, a limited liability organized under the laws

October 10, 2016

October 10, 2016 This agreement is made between: XFit Brands, Inc (hereinafter referred to as the ?Corporation?) of the first part - and - James Bateman of the City of Madison in the State of Mississippi (hereafter referred to as the ?Executive?) of the second part Whereas the Corporation has determined to employ James Bateman as President - Sports and member of the Board of Directors of the Corpo

As filed with the Securities and Exchange Commission on October 7, 2016 Registration No. 333-______________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 XFIT BRANDS

As filed with the Securities and Exchange Commission on October 7, 2016 Registration No.

XFIT BRANDS (Annual Report)

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55372 XFIT BRANDS, inc. (Exact n

XFIT BRANDS 0-K

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-55372 CUSIP NUMBER NOTIFICATION OF LATE FILING 98420R 106 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ende

Unregistered Sales of Equity Securities

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) September 16, 2016 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

REGISTRATION RIGHTS AGREEMENT

EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?), dated as of August 12, 2016 (the ?Execution Date?), is entered into by XFit Brands, Inc.

INVESTMENT AGREEMENT

EXECUTION COPY INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (the ?Agreement?), dated as of August 12, 2016 (the ?Execution Date?), is entered into by and between XFit Brands, Inc.

Entry into a Material Definitive Agreement

8-K 1 form8-k.htm 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) August 12, 2016 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction of incorporation) (C

XFIT Brands, INC. CLOSES $5 MILLION AGREEMENT with ghs INVESTMENTS

XFIT Brands, INC. CLOSES $5 MILLION AGREEMENT with ghs INVESTMENTS ● New 36 Month Agreement allows XFIT brands to access up to $5 million to fund its continued global expansion ● GHS Investments provided XFit Brands, Inc unique funding vehicle utilizing equity sales opportunity at the prevailing market rate LAKE FOREST, CALIFORNIA, August 17, 2016 – XFit Brands, Inc. (OTCQB: XFTB), a global suppli

Other Events

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 14, 2016 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 Numbe

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-k.htm 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) June 7, 2016 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction (Commission (IRS Employ

EX-99.1

Up to 5,732,500 Common Shares XFIT BRANDS, INC.

Prospectus Supplement to Filed pursuant to Rule 424(b)(3) Prospectus dated March 23, 2016 Registration File No.

XFIT BRANDS (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of Regis

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 3, 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 of incorporation

Securities Purchase Agreement

Securities Purchase Agreement This Securities Purchase Agreement (this ?Agreement?), dated as of May 3, 2016, is entered into by and between XFIT BRANDS Inc.

PROMISSORY NOTE

EX-4.1 2 ex4-1.htm PROMISSORY NOTE U.S. $125,000.00 May 3, 2016 FOR VALUE RECEIVED, XFIT BRANDS Inc., a Nevada corporation (“Borrower”), promises to pay in lawful money of the United States of America to the order of KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company, or its successors or assigns (“Lender”), the principal sum of $125,000.00, together with all other amounts due under t

Up to 5,732,500 Common Shares (after giving effect to the 1-for-5 forward split disclosed in this Prospectus Supplement)

Prospectus Supplement to Filed pursuant to Rule 424(b)(3) Prospectus dated March 23, 2016 Registration File No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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) April 11, 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 of incorporat

EX-3.1

1,146,500 Common Shares XFIT BRANDS, INC.

424B3 1 form424b3.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-209774 1,146,500 Common Shares XFIT BRANDS, INC. This prospectus relates to the resale of up to 620,000 shares of the common stock of XFit Brands, Inc., a Nevada corporation, by Kodiak Capital Group, LLC, a Delaware limited liability company (“Kodiak”), a selling shareholder, pursuant to a Put Notice(s) under an

XFIT BRANDS ESP

XFIT BRANDS, INC. 25731 Commercentre drive lake forest, CA 92630 March 21, 2016 J. Nolan McWilliams Attorney Advisor Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: XFit Brands, Inc. Registration Statement on Form S-1 File No. 333-209774 To whom it may concern: XFit Brands, Inc. (the ?Company?) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, a

As filed with the Securities and Exchange Commission on March 16, 2016 Registration No. 333-209774 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 X

FORM S-1 As filed with the Securities and Exchange Commission on March 16, 2016 Registration No.

XFIT BRANDS ESP

March 16, 2016 J. Nolan McWilliams Attorney-Advisor Office of Transportation and Leisure Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: XFit Brands, Inc. Registration Statement on Form S-1 Filed February 26, 2016 File No. 333-209774 Dear Mr. McWilliams: On behalf of our client, XFit Brands, Inc., a Nevada corporation (the ?Company?), we are filing herewith an Amendm

As filed with the Securities and Exchange Commission on February 26, 2016 Registration No. _____________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 XFIT BRANDS, I

FORM S-1 As filed with the Securities and Exchange Commission on February 26, 2016 Registration No.

XFTB / XFIT BRANDS INC 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of R

Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. 14.00% Senior Secured Fixed Rate Note due June 12, 2017

EX-4.1 2 ex4-1.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN CONTRAVENTION OF SECTION 5 OF SUCH ACT. Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. $2,620,098.37 14.00% Senior Secured F

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) October 20, 2015 XFIT BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55372 47-1858485 (State or other jurisdiction (Commission (IRS Employer of incorpor

XFIT BRANDS, INC. STOCK PURCHASE AGREEMENT

XFIT BRANDS, INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of June 26, 2015, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between XFit Brands, Inc., a Nevada corporation (the “Company”) and Yayu General Machinery Co., LTD (the “Purchaser”). R E C I T A L S A. The Company desires to obtain manufacturing credit fro

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30291 XFIT BRANDS, inc. (Name of

EXCLUSIVE SUPPLY CHAIN AGREEMENT

EXCLUSIVE SUPPLY CHAIN AGREEMENT This Exclusive Supply Chain Agreement (“Agreement”) is entered into this 23rd day of June 2015 (“Effective Date”) by and between XFit Brands, Inc.

XFIT BRANDS, INC. STOCK PURCHASE AGREEMENT (Regulation S)

THIS STOCK PURCHASE AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.

LEASE AGREEMENT

[Net Lease] LEASE AGREEMENT THIS LEASE AGREEMENT is made this 18th day of June, 2015, between PROLOGIS CALIFORNIA I LLC (“Landlord”), and the Tenant named below.

Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. 14.00% Senior Secured Fixed Rate Note due June 12, 2017

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN CONTRAVENTION OF SECTION 5 OF SUCH ACT.

Asset Purchase Agreement

Asset Purchase Agreement This Asset Purchase Agreement (“Agreement”) is made this 26th day of February 2015 (“Effective Date”) by and between XFit Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of Regis

XFTB / XFIT BRANDS INC / Willis Brent D - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XFit Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98420R 106 (CUSIP Number) Brent D. Willis 18 Goodyear, Suite 125 Irvine, CA 92518 (949) 916-9680 (Name, Address and Telephone Number of Person Auth

XFTB / XFIT BRANDS INC / Joiner Charles E. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XFit Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98420R 106 (CUSIP Number) Charles E. Joiner 18 Goodyear, Suite 125 Irvine, CA 92518 (949) 916-9680 (Name, Address and Telephone Number of Person Au

XFTB / XFIT BRANDS INC / Hirsch Kevin - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XFit Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98420R 106 (CUSIP Number) Kevin Hirsch 18 Goodyear, Suite 125 Irvine, CA 92518 (949) 916-9680 (Name, Address and Telephone Number of Person Authori

XFTB / XFIT BRANDS INC / Vautrin David E. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* XFit Brands, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98420R 106 (CUSIP Number) David E. Vautrin 18 Goodyear, Suite 125 Irvine, CA 92518 (949) 916-9680 (Name, Address and Telephone Number of Person Aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XFit Brands, Inc. (Exact Name of Regist

XFTB / XFIT BRANDS INC 8-A12G - - 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 XFit Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 47-1858485 (State of incorporation or organization) (I.R.S. Employer Identification No.) 18 Goodyear, Suite 125, Irvi

XFIT BRANDS, INC. 4,000,000 SHARES OF COMMON STOCK

PROSPECTUS Filed Pursuant to Rule 424(b)3 Registration No. 333-200619 XFIT BRANDS, INC. 4,000,000 SHARES OF COMMON STOCK This prospectus relates to the distribution (the “Distribution”) by our parent company, TD Legacy, LLC (“TD Legacy”) of 4,000,000 shares (the “XFIT Shares”) of our common stock to its members, as a liquidating distribution. Our board of directors has set the record date (the “Re

XFTB / XFIT BRANDS INC CORRESP - -

XFIT BRANDS, INC. 18 Goodyear, Suite 125 Irvine, CA 92618 February 5, 2015 Anne Nguyen Parker Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: XFit Brands, Inc. Registration Statement on Form S-1 File No. 333-200619 Dear Ms. Parker: XFit Brands, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended,

XFTB / XFIT BRANDS INC CORRESP - -

January 29, 2015 Anne Nguyen Parker Assistant Director Securities and Exchange Commission 100 F Street, N.

XFTB / XFIT BRANDS INC S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on January 29, 2015 Registration No.

XFTB / XFIT BRANDS INC CORRESP - -

January 9, 2015 Anne Nguyen Parker Assistant Director Securities and Exchange Commission 100 F Street, N.

EQUITY PURCHASE AGREEMENT

Exhibit 10.9 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “AGREEMENT”) is entered into as of the 17th day of December, 2014 (“EXECUTION DATE”), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (“INVESTOR”), and XFIT BRANDS, INC., a Nevada corporation (the “COMPANY”). WHEREAS, the parties desire that, upon the terms and subject to the conditions conta

REGISTRATION RIGHTS AGREEMENT

EX-10.10 4 s100626ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (“Agreement”), dated December 17, 2014, is made by and between XFIT BRANDS, INC., a Nevada corporation (“Company”), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (the “Investor”). RECITALS WHEREAS, upon the terms and subject to the conditions of the Equit

XFTB / XFIT BRANDS INC S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on January 9, 2015 Registration No.

Subsidiaries

Exhibit 21 Subsidiaries Throwdown Holdings Industries, LLC, a Delaware limited liability company Throwdown Holdings, LLC, a Delaware limited liability company Throwdown Holdings, Inc., a California corporation

XFIT BRANDS, INC. 2014 Stock Incentive Plan

Exhibit 4.4 XFIT BRANDS, INC. 2014 Stock Incentive Plan 1. Purpose. The purpose of the 2014 Stock Incentive Plan of XFit Brands, Inc. is to further align the interests of employees, directors, and non-employee Consultants with those of the stockholders by providing incentive compensation opportunities tied to the performance of the Common Stock and by promoting increased ownership of the Common St

[SIGNATURE PAGE FOLLOWS]

Exhibit 4.1 WARRANT THIS WARRANT HAS BEEN ISSUED IN REPLACEMENT OF THAT CERTAIN WARRANT CERTIFICATE NO. 1 ORIGINALLY ISSUED ON JUNE 12, 2014 (THE “ORIGINAL WARRANT”) TO EVIDENCE THE ASSIGNMENT OF THE ORIGINAL WARRANT FROM THROWDOWN INDUSTRIES HOLDINGS, LLC (THE “ASSIGNOR”) TO XFIT BRANDS, INC. (THE “COMPANY”) AND ASSUMPTION OF THE ORIGINAL WARRANT BY THE COMPANY PURSUANT TO THE TERMS OF THAT CERTA

LICENSE AGREEMENT

Exhibit 10.6 LICENSE AGREEMENT This License Agreement (“Agreement”) is made effective this 2nd day of October 2013 (“Effective Date”) by and between Throwdown Industries Holdings, LLC, a Delaware limited liability company for itself and its subsidiaries and assigns (hereinafter collectively referred to as “Licensor”) and Dethrone Royalty Holding, Inc., a Nevada corporation located at 5137 East Arm

AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

Exhibit 10.4 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only November 22, 2013, is made by and between Don Wilson Builders, a California Corporation, as agent for Lomita Boulevard #1, LLC, a California Limited Liability Company and Cox Orance

Throwdown industries HOLDINGS, LLC EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENT

Throwdown industries HOLDINGS, LLC EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENT This Exclusive Distribution and License Agreement (“Agreement”) is made effective this 10th day of April 2014 (“Effective Date”) by and between Throwdown Industries Holdings, LLC, a Delaware limited liability company and its affiliates and or assigns (collectively the "Throwdown") and Partner Business Importação e Exportação LTDA, a corporation formed in Brazil ("Licensee").

XFTB / XFIT BRANDS INC S-1 - Registration Statement - S-1

As filed with the Securities and Exchange Commission on November 26, 2014 Registration No.

JOINDER AGREEMENT

Exhibit 10.7 Execution Version JOINDER AGREEMENT November 26, 2014 PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio c/o Pacific Investment Management Company LLC 840 Newport Center Drive Newport Beach, California 92660 Reference is hereby made to (i) that certain note purchase agreement (the “Purchase Agreement”) dated June 10, 2014 among Throwdown Industries Holdings, LLC

TRADEMARK SECURITY AGREEMENT

EXECUTION COPY TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Trademark Security Agreement”), dated as of June 12, 2014, by Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Holdings”), Throwdown Industries, LLC, a Delaware limited liability company (“TD LLC”), and Throwdown Industries, INC.

PLEDGE AND SECURITY AGREEMENT dated as of June 12, 2014 THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, as Secured Party TABLE OF CONTE

EX-10.1 9 s100431ex10-1.htm EX-10.1 EXECUTION COPY PLEDGE AND SECURITY AGREEMENT dated as of June 12, 2014 between THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, as Secured Party TABLE OF CONTENTS PAGE Section 1. DEFINITIONS 1 Section 2. GRANT OF SECURITY 9 Section 3. SECURITY FO

XFIT BRANDS, Inc. A Nevada Corporation ARTICLE I OFFICES

BYLAWS OF XFIT BRANDS, Inc. A Nevada Corporation ARTICLE I OFFICES Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal office shall be at 18 Goodyear, Suite 125, Irvine, CA 92618. Section 2. OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS Sect

ASSIGNMENT, ASSUMPTION, AND RELEASE

Exhibit 4.2 Execution Copy ASSIGNMENT, ASSUMPTION, AND RELEASE This ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Assignment”), dated as of November 26, 2014, is by and among THROWDOWN INDUSTRIES HOLDINGS, LLC, a Delaware limited liability company, as assignor (the “Assignor”), XFIT BRANDS, INC., a Nevada corporation, as assignee (the “Assignee”) and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SE

ATTACHMENT TO ARTICLES OF INCORPORATION XFit Brands, Inc. ARTICLE I

ATTACHMENT TO ARTICLES OF INCORPORATION OF XFit Brands, Inc. ARTICLE I The name of the corporation is XFit Brands, Inc. ARTICLE II ARTICLE III The aggregate number of shares of all classes of capital stock which the corporation shall have authority to issue is Two Hundred Sixty Million (260,000,000), consisting of (i) Two Hundred Fifty Million (250,000,000) shares of common stock, par value $0.000

Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. NOTE PURCHASE AGREEMENT Dated as of June 10, 2014 Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. 14.00% Senior Secured Fi

EXECUTION COPY Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC.

Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. 14.00% Senior Secured Fixed Rate Note due June 12, 2017

EX-4.3 7 s100431ex4-3.htm EX-4.3 Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN CONTRAVENTION OF SECTION 5 OF SUCH ACT. Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. XFIT BRANDS, INC. $1,500,000

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Exhibit 10.8 Execution Version ASSUMPTION AGREEMENT, dated as of November 26, 2014, made by XFit Brands, Inc., a Nevada corporation (“Additional Grantor”), in favor of PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Secured Party”). All capitalized terms not defined herein shall have the

Contribution and Exchange Agreement

Contribution and Exchange Agreement This Contribution and Exchange Agreement (this “Agreement”), is entered into as of September 26, 2014, by and among TD Legacy, LLC, a Florida limited liability company (“TD Legacy”), XFit Brands, Inc.