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 8, 2013

(Exact name of registrant as specified in its charter)

1309 Pico Blvd., Suite A

Santa Monica, CA 90405 

(Address of principal executive offices) (Zip Code)

(310) 450-4501

(Registrant’s telephone number, including area code)

(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):

On April 8, 2013 (the “Closing Date”), BOLDFACE Group, Inc., a Nevada corporation (the “Company”), completed a closing (the “Closing”) of a private offering (the “Offering”) with an affiliate of Victor Azrak (collectively, the “Investor”) of 1.25 units of its securities (the “Units”), at a price of $200,000 per Unit, for total gross proceeds of $250,000. The Units were sold pursuant to the Securities Purchase Agreement entered into by and among the Company and the Investor (the “Agreement”). Each Unit consists of (i) a secured convertible promissory note in the denomination of $200,000 and (ii) warrants to purchase 800,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), 50% of which are exercisable at $0.25 per share (the “$0.25 Warrants”) and 50% of which are exercisable at $0.50 per share (the “$0.50 Warrants”; and together with the $0.25 Warrants, each a “Warrant” and collectively, the “Warrants”). The Offering was made on a “best efforts” basis with respect to a maximum of 6.25 Units.  The net proceeds from the sale of such securities in the Offering will be used for general working capital. The Agreement contained certain customary representations, warranties and covenants. As discussed under Item 5.02 below, Mr. Azrak was elected as a director of the Company in connection with this closing.

The Notes are convertible into shares of Common Stock at any time prior to maturity at $0.25 per share (the “Conversion Price”), subject to a one-time reset right described below. The Notes will accrue interest at a rate of 12% per annum and mature on December 8, 2013. At any time prior to maturity, the Company may prepay any portion of the outstanding principal amount of any Note, together with accrued but unpaid interest, subject to notice to the Investor. The Notes contain customary affirmative and negative covenants of the Company. The Conversion Price is subject to “weighted average” and other customary anti-dilution protections. The Investor also has a right to one time reset the Conversion Price, which will be available on the earlier of (the “Reset Date”) (i) the date of maturity of the Notes or (ii) the completion of a subsequent financing by the Company of at least $5,000,000, if the closing price of the Company’s stock is less than $0.30 on the Reset Date. For (i) the Conversion Price after the reset will be equal to 70% of the 5-day VWAP immediately preceding the Reset Date. For (ii) the Conversion Price after the reset will be equal to 70% of 5-day VWAP immediately after the Reset Date. The Warrants are exercisable for a period of five years and are subject to “weighted average” and other customary anti-dilution protections.

In connection with the Offering, the Company paid a placement agent (a different placement agent than the placement agent that assisted the Company with the sale of the Units in the Prior Closings (as defined below)) (the “Placement Agent”) a commission of 10% of the funds raised in the Offering and a 1.5% non-accountable reimbursement of the Placement Agent’s expenses, for a total payment of $28,750. In addition, the Placement Agent received five-year warrants (the “Broker Warrants”) to purchase 200,000 shares of Common Stock. The Broker Warrants are identical to the Warrants in all material respects, except that they have an exercise price of $0.25 per share.

All of the securities issued in connection with the Offering are “restricted securities,” and as such are subject to all applicable restrictions on transfer specified by federal and state securities laws.

Consistent with the terms of the two closings of the Company’s offering of the Units that were consummated on December 21, 2012 and March 28, 2013 (the “Prior Closings”), (i) as collateral security for all of the Company’s obligations under the Agreement and related documents executed in connection with the Offering, the Company and BOLDFACE Licensing + Branding, a Nevada corporation and the Company’s wholly-owned subsidiary (“BLB”), granted the Investor a security interest in all of the Company’s and BLB’s assets pursuant to the terms of the Security Agreement, dated as of April 8, 2013 (the “Security Agreement”); and (ii) to further secure the Company's obligations, BLB executed a Guarantee, dated as of April 8, 2013 (the “Guaranty”), pursuant to which BLB agreed to guaranty the Company’s obligations owed to the Investor.

Also consistent with the terms of the Prior Closings, on the Closing Date, the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Company committed to file a registration statement on Form S-1, or other applicable form, covering the resale of (i) the Common Stock underlying the Warrants and (ii) the Common Stock underlying the Notes (collectively, the “Registrable Securities”) within 45 days from the final closing of the Offering (the “Filing Date”), and to use its commercially reasonable efforts to cause the registration statement to become effective no later than 90 days after it is filed (the “Effectiveness Date”). The registration statement will also cover the shares of Common Stock underlying the Broker Warrants.

The Company agreed to use its commercially reasonable efforts to maintain the effectiveness of the registration statement for at least one year from the date the registration statement is declared effective by the SEC or for such shorter period ending on the earlier to occur of (i) until Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), is available to the Investor with respect to all of their Registrable Securities or (ii) the date when all of the Registrable Securities registered thereunder shall have been sold. The Company will be liable for monetary penalties equal to 0.5% of the purchase price per Unit paid by such Investor for the Registrable Securities then held by each investor for each full period of period of 30 days if the Company fails to file the registration statement by the Filing Date or if the Company fails to use its reasonable efforts to have the registration statement declared effective by the Effectiveness Date until such failure is cured. The payment amount shall be prorated for partial 30 day periods. The maximum aggregate amount of payments to be made by the Company as the result of such failures, whether by reason of a filing deadline failure, effectiveness deadline failure or any combination thereof, shall be an amount equal to 6% of the purchase price per Unit paid by such Investor for the Registrable Securities held by such Investor at the time of the first occurrence of such failure to file with, or to have the registration statement be declared effective by, the United States Securities and Exchange Commission (the “SEC”).

Moreover, no such payments shall be due and payable with respect to any Registrable Securities that the Company is unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act. The holders of any Registrable Securities removed from the registration statement as the result of a Rule 415 comment or other comment from the SEC shall have “piggyback” registration rights for the shares of Common Stock underlying the Registrable Securities, until such shares can be sold without limitation under Rule 144, with respect to any registration statement filed by the Company following the effectiveness of the registration statement which would permit the inclusion of these shares.

The Company will pay all expenses in connection with any registration obligation provided in the Registration Rights Agreement, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the fees and disbursements of the Company’s counsel and of its independent accountants. The Investor will be responsible for its own underwriting discounts and commissions, transfer taxes and the expenses of any attorney or other advisor such Investor decides to employ.

All of the foregoing securities were issued in reliance on the exemption from registration contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder and involved transactions by an issuer not involving any public offering. This Current Report on Form 8-K (this “Current Report”) does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This description of the Notes, the $0.25 Warrants, the $0.50 Warrants, the Agreement and the Security Agreement and the Guaranty does not purport to be complete and is qualified in its entirety by reference to forms of such agreements, which are filed as exhibits to this Current Report and are incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.

 (d) Effective as of the Closing Date, the Company’s Board of Directors (the “Board”) increased its size from four to five members and elected Mr. Victor Azrak as director of the Company to fill the vacancy created by the increase in the size of the Board. Mr. Azrak will serve on the Board until the Company’s next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or death. Mr. Azrak will be an independent director of the Company.

Mr. Azrak, 46, is the President of American Marketing Enterprises (AME), a company he started in June 1993 with his brother Elliott. Within five years AME grew to become the leading licensed sleepwear company in the industry. Mr. Azrak and his brother developed a portfolio of licenses over the years including Power Rangers, Hello Kitty, Disney and Marvel. Under Mr. Azrak’s leadership, AME has shown a profit each year since its inception. Mr. Azrak sold AME to Li and Fung USA in November 2007 but continues to run AME today almost doubling its volume from 160 million to 300 million in the last five years.

Except as set forth below in Item 8.01 Other Events, there is no arrangement or understanding between Mr. Azrak and any other persons pursuant to which Mr. Azrak were elected as a director of the Company. There are no family relationships between Mr. Azrak and any of the Company’s officers and directors. Except as described in Item 1.01 of this Current Report, there are no transactions to which the Company or any of its subsidiaries is a party in which Mr. Azrak has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In consideration for his services as a director, the Company (i) granted Mr. Azrak 500,000 stock options, which have a ten-year term and are exercisable for the purchase of one share of the Company’s common stock at an exercise price of $0.14 per share (the closing price of the Company’s shares of common stock on the effective date of Mr. Azrak’s appointment) (the “Azrak Options”), and (ii) will make an annual grant to Mr. Azrak of 25,000 stock options (the “Azrak Annual Options”), all under and in accordance with the terms of the Company’s 2012 Equity Incentive Plan. (i) The Azrak Options will vest annually at a rate of 33.33% beginning on the first anniversary date of the date of Mr. Azrak’s appointment, and (ii) the Azrak Annual Options will vest on the first anniversary date of the date of Mr. Azrak’ appointment, in each case if Mr. Azrak continues to serve as a director of the Company or any of its subsidiaries on such vesting date. Any of Mr. Azrak’s vested options will be exercisable at any time while Mr. Azrak is serving as a director of the Company and will expire 90 days after the termination of his service. In addition, Mr. Azrak will be paid $500 for attendance at each Board or committee meeting and $25,000 annually (the “Annual Retainer”), payable over 4 quarterly amounts on the last business day of each fiscal quarter. Mr. Azrak will also be reimbursed for all reasonable and bona fide out-of-pocket expenses incurred by him in his capacity as a director of the Company.

In connection with the Closing, effective as of April 8, 2013, per the suggestion of Mr. Azrak, the Company hired Mr. Frank Peticca to provide the Company with strategic planning, operational and financial management consulting services. Mr. Peticca is a CPA and has over 30 years of experience working in finance and operations. Most recently, Mr. Peticca was Executive Vice President of Finance and Operations for Li and Fung USA’s Accessories Group. Prior to this role, Mr. Peticca was involved in preparing and negotiating for the sale of American Marketing Enterprises to Li and Fung USA. Mr. Peticca has also served as controller at Liz Claiborne and CFO of Calvin Klein Jeans.

In reviewing the agreements included or incorporated by reference as exhibits to this Current Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure about the Companies or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Current Report and in the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

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 * Filed herewith

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.