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 2, 2013 (August 2, 2013)  

HPIL HOLDING

(Exact name of registrant as specified in its charter)  

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 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

            On July 27, 2013, HPIL Holding (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with an accredited investor (“Investor”), pursuant to which Company agreed to sell and Investor agreed to purchase One Hundred Sixty Five Thousand (165,000) shares of Common Stock of Company (the “Shares”) for a total purchase price of Eight Hundred Ninety Nine Thousand Two Hundred Fifty and No/100 Dollars ($899,250) (the “Purchase Price”).

The description of the Agreement above is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and incorporated in this Item 1.01 by reference.

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES.

            On August 2, 2013, pursuant to the terms and conditions of the Agreement, the Company issued the Shares to Investor in exchange for the Purchase Price.

The transaction described above was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

            (d)  Exhibits

Exhibit                       Description 

10.1                            Stock Purchase Agreement entered into by and between Company and Investor on July 27, 2013.

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 thereunto duly authorized.