UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 8, 2015

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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On September 8, 2015 Major League Football, Inc. filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, that it had entered into a Securities Purchase Agreement with Clairemont Private Investment Group, LLC. This Current Report on Form 8-K/A amends and supplements the Original Form 8-K to provide additional disclosures related to events that occurred subsequent to the filing of the Original Form 8-K.

Item 1.01.

Entry into a Material Definitive Agreement.

On September 8, 2015, Major League Football, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Original Purchase Agreement”) with Clairemont Private Investment Group, LLC, a Texas Limited Liability Company (the “Purchaser”) in connection with a private placement of series A preferred stock and common stock whereby the Investor agreed to invest in the Company a total of $15,000,000 pursuant to two separate closings.  The first closing closed on October 2, 2015. Subsequently, for reasons not related to any aspect of the Company, the Investor contacted the Company and requested that the Company not disperse any of the $5 million that the Company received from the Investor on October 2, 2015, and informed the Company that it desired to negotiate an amendment to the Original Purchase Agreement that would provide for different closing dates. The Company agreed to not disperse any of the $5,000,000 in investment funds it received from the Investor and to negotiate an amendment to the Original Purchase Agreement.

On October 20, 2015, (i) the Company and the Investor agreed to rescind in its entirety the Original Purchase Agreement and entered into an Amended and Restated Securities Purchase Agreement (the “Amended Purchase Agreement”); (ii) the Company agreed to refund all funds it received from the Investor; and (iii) the Investor agreed to return all securities it received from the Company. Under the Amended Securities Purchase Agreement, the Company will sell to the Purchaser in exchange for $20,000,000 and a right of first refusal to purchase a Company franchise in Missouri City, TX (the “Right of First Refusal”) either (i) 26,666,666 shares of Company common stock in the event the closing occurs on or before February 1, 2016; or (ii) the lesser of (a) the number of shares of common stock equal to the quotient obtained by dividing 20,000,000 by the Company’s 20 day VWAP price of the Company’s common stock during the twenty (20) consecutive trading day period beginning on the last trading date prior to the Closing Date or (b) 26,666,666 shares of common stock, in the event the closing occurs at any time after February 1, 2016. The entire $20 million sale and purchase of the common stock is expected to occur on or before February 1, 2016, subject to customary closing conditions. The Right of First Refusal vests on the closing date of the sale and purchase of the common stock. No assurances can be made that the closing will occur or that the Right of First Refusal will vest.

The Amended Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions of each of the parties. 

Net proceeds from the sale of the securities to be sold under the Amended Purchase Agreement will be used for working capital purposes in connection with the Company’s Major League Football plan of operation. None of the securities have been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Company offered and sold the securities in reliance on the exemption from registration provided by Regulation D and Section 4(a)(2) of the Securities Act.

The above summary of the Amended Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Purchase Agreement. A copy of the Amended Purchase Agreement and a description of the Right of First Refusal is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1

Securities Purchase Agreement dated September 8, 2015 (incorporated by reference to the Company’s Form 8-K filed on September 8, 2015)

10.2

Amended and Restated Securities Purchase Agreement dated October 20, 2015

SIGNATURES

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

MAJOR LEAGUE FOOTBALL, INC.

Dated: October 22, 2015