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): November 19, 2015 (October 31, 2015)

901 West Main Street, Suite A

Auburn, WA 98001

 (Address of principal executive offices)

1-800-447-2993

(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):

ITEM 1.01 Entry Into A Material Definitive Agreement

Debt Conversion Agreement

On November 17, 2015, Peekay Boutiques, Inc. (the "Company") entered into a debt conversion agreement with the holders of Peekay seller notes (the "Peekay Creditors") and the holders of Christals seller notes (the "Christals Creditors" and, together with the Peekay Creditors, the "Creditors") that were issued to provide seller financing to certain of the Company's subsidiaries in connection with the acquisition of the Company's Peekay and Christals businesses, respectively, which were previously owned by the Peekay Creditors and the Christals Creditors, respectively.

The Creditors provided partial seller financing associated with the acquisition of the Peekay and Christals stores in the form of $12.7 million in notes payable. The terms of these notes allow for unpaid interest to be added to the principal (PIK interest) on a quarterly basis, and as of October 31, 2015, the total amount owing, including the PIK interest, was $15.6 million. The Creditors have agreed to convert this amount into 1,944,204 shares of common stock at the closing of the Company's proposed underwritten public offering as described in the Company's registration statement on Form S-1 (Registration No. 333-203870) (the "Public Offering") (or, in the case of the Christals Creditors after January 1, 2016, but before the later of January 15, 2016 or the date of the closing of the Public Offering). Accrued interest at October 31, 2015 was approximately $229 thousand, and interest on these notes will continue to accrue in accordance with the terms of the notes until the closing of the Public Offering, at which time it will be paid in full in cash (with interest on the Christals seller notes being paid after January 1, 2016, but before the later of January 15, 2016 or the date of the closing of the Public Offering). The debt conversion agreement may be terminated by either the written agreement of the Creditors and the Company or by either the Company or a Creditor (as to itself but no other Creditor) upon written notice to the other, if the Public Offering contemplated by this prospectus is not consummated by 6:30 p.m. Pacific time on February 15, 2016.

Pursuant to the debt conversion agreement the Company also agreed that it would take any action that may be reasonably necessary to cause Phyllis Heppenstall to be appointed or elected to the board of directors of the Company upon the closing of the Public Offering.

The Company also granted to the Creditors through the debt conversion agreement piggyback and demand registration rights covering the shares of common stock issuable to the Creditors upon conversion of their notes.

The foregoing is a summary description of certain terms of the debt conversion agreement and, by its nature, is incomplete. A copy of the debt conversion agreement is filed as Exhibit 10.1 to this report and is incorporated into this report by reference. All readers are encouraged to read the entire text of the debt conversion agreement.

The issuance of the shares of common stock that may be issued to the Creditors under the debt conversion agreement will be exempt from registration under the Securities Act of 1933, as amended, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

Fifth and Sixth Amendments to Financing Agreement

On October 31, 2015 the Company's subsidiaries, Christals Acquisition, LLC, Peekay Acquisition, LLC and each of the subsidiaries of Peekay Acquisition, LLC (collectively, the "Loan Parties") entered into the fifth amendment to the financing agreement with their senior secured lenders which granted the Loan Parties necessary covenant waivers for the period ending November 30, 2015.

At the same time the Loan Parties entered into the fifth amendment to the financing agreement to obtain the fifth covenant waiver, the Loan Parties also entered into a sixth amendment to the financing agreement. The sixth amendment will only become effective if the Public Offering is consummated and the Loan Parties satisfy the other conditions to the sixth amendment, which are described below. The date that the sixth amendment becomes effective is referred to in this report as the sixth amendment effective date. On the sixth amendment effective date the financing agreement will be further modified as follows:

The Company expects that the Loan Parties will need additional covenant waivers in future periods if sixth amendment does not become effective as planned.

There can be no assurance that the Company will be able to obtain additional waivers, or that the Loan Parties will continue to be in compliance with the terms and conditions of the agreements with the secured and other lenders. If the Loan Parties fail to obtain waivers of default on their secured debt, then the lenders may be able to accelerate such debt or take other action against the Loan Parties or the Company, which would have material adverse consequences on the Company's financial condition and its ability to continue to operate.

The foregoing is a summary description of certain terms of the fifth amendment and the sixth amendment and, by its nature, is incomplete. Copies of the fifth amendment and sixth amendment are filed as Exhibits 10.7 and 10.8 to this report and are incorporated by reference into this report. All readers are encouraged to read the entire text of the fifth amendment and sixth amendment. Copies of the fifth amendment, the sixth amendment, and the prior amendments to the financing agreement are incorporated by reference herein as specified in Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8 to this report.

Termination Agreement

On November 19, 2015, the Company's subsidiary, Peekay Acquisition LLC, entered into a termination agreement with its consultants, Christals Management, LLC and CP IV SPV, LLC. The termination agreement terminates the advisory agreement between these consultants and Peekay Acquisition, dated December 31, 2012, effective as of the closing of the Public Offering. Upon the closing of the Public Offering Peekay Acquisition will be required to pay the consultants all accrued, but unpaid, fees then owed to the consultants under the advisory agreement and to reimburse the consultants for any unreimbursed expenses through the date of the closing of Public Offering. After the closing of Public Offering, neither the Company, Peekay Acquisition nor any other subsidiary of the Company will have no further obligations under the advisory agreement.

The foregoing is a summary description of certain terms of the termination agreement and, by its nature, is incomplete. A copy of the termination agreement is filed as Exhibit 10.9 to this report. All readers are encouraged to read the entire text of the termination agreement.

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

The disclosure included in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 1.01 of this report is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

EXHIBIT INDEX

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