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

October 12, 2015

Date of Report (Date of earliest event reported)

KSIX MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(702) 701-8030

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On or about October 12, 2015, KSIX Media Holdings, Inc., a Nevada corporation (the “Company”), executed and entered into an “Agreement for the Exchange of Common Stock” (the “Agreement”) with DigitizeIQ, LLC (“DIQ”) an Illinois Limited Liability Company, and Christopher Burd, the sole owner of 100% of DIQ’s issued and outstanding membership interests (the “Seller”) who is a resident of the State of Illinois. Upon the closing of this Agreement, DIQ became a wholly-owned subsidiary of the Company. DIQ’s primary business operation is a full service digital advertising agency specializing in lead generation and landing page optimization specifically designed for mass tort class action lawsuits.

Pursuant to the Agreement, the Company purchased 100% of the membership interests in DIQ for $1,250,000 USD (the “Purchase Price”) to be paid by the Company (e.g. cash, common stock, and promissory notes) to the Seller or his assigns (“Seller”) as follows:

Pursuant to the terms and conditions of the above described Promissory Notes, the Company with proper notice to the Seller shall have a thirty (30) day period of grace to cure any default resulting from the failure to pay the Seller or his assigns by the due date of each Promissory Note listed above.

SECTION 3 – SECURITIES AND TRADING MATTERS

Item 3.02 – Unregistered Sale of Equity Securities

On or about October 12, 2015, pursuant to the Agreement described herein, the Company was to issue 1,250,000 shares of restricted Common Stock of the Company to Christopher Burd or his assigns as part of the Purchase Price, which was valued at $0.20 per share, or $250,000 USD in the aggregate (the “DIQ Stock”). On or about December 8 2015, the Company casued to be issued a stock certificate evidencing the DIQ Stock to Christopher Burd’s assign, Global Media Holdings, Inc., an Illinois corporation. This issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

As stated, the shares of unregistered common stock described above were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Rule 506(b) of Regulation D promulgated under such same said section. In particular, our Company confirmed that with respect to the exemption claimed under Regulation D, Rule 506(b) and Section 4(2) of the Securities Act of1933, that:

i. The purchaser referred to above gave written assurance of investment intent without a view for resale and certificates for shares sold to each purchaser shall bear a restrictive resale legend consistent with such investment intent and restricting transfer;

ii. Sales were made to a limited number of persons and no general solicitation to the public was made in connection with such sales;

iii. The purchaser represented in writing that he had sufficient sophistication to evaluate the investment and could afford to lose their entire investment without adversely affecting their lifestyle;

iv. Neither our company nor any person acting on our behalf offered or sold shares by means of any form of general solicitation or general advertising;

v. The purchaser represented in writing that they acquired the shares for his own account; and

vi. The Purchaser has been placed on notice that the securities purchased are restricted, and as such, will need to be sold in compliance with the safe harbor provisions of Rule 144 of the Act, and may not be transferred otherwise.

Upon close of the above listed sales of unregistered common stock of the Company, the Company will have 36,130,432 shares of Common Stock issued and outstanding held by approximately fifty-two (52) shareholders of record.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Exhibit 99.1 – Audited financial statements of DigitizeIQ, LLC as of December 31, 2014 and for the period from inception (July 23, 2014) through December 31, 2014. **

Exhibit 99.2 – Unaudited financial statements of DigitizeIQ, LLC as of September 30, 2015 and for the three and nine months then ended. **

(b) Pro forma Financial Information.

Exhibit 99.3 – Pro forma balance sheet as of September 30, 2015 for KSIX Media Holdings, Inc. (“KSIX”) and DigitizeIQ, LLC (“DIQ”); pro forma consolidated statements of operations for the year ended December 31, 2014 includes the pro forma consolidated operations of KSIX included in the KSIX Media Holdings, Inc. Form 8-K/A filed on December 11, 2015 and DIQ for the period from inception (July 23, 2014) through December 31, 2014. The pro forma consolidated statement of operations for the nine months ended September 30, 2015 includes the operations of KSIX for the nine months ended September 30, 2015 as reported in its Form 10-Q for that period and the operations of DIQ for the nine months ended September 30, 2015. **

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

2.01 - “Agreement for the Exchange of Common Stock” between KSIX Media Holdings, Inc. and Digitize, LLC dated October 9, 2015.*

23.1 - Consent of Paritz & Company, PA. **

*Previously filed

**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.