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): June 8, 2016

LOTON, CORP

(Exact name of registrant as specified in its charter)

269 South Beverly Drive

Beverly Hills, California 90212

(Address of principal executive offices) (Zip Code)

(310) 601-2500

(Registrant's telephone number, including area code)

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):

☐ 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 June 8, 2016 and June 10, 2016, Loton, Corp (the “Company”) sold certain of its securities to an accredited investor (the “Investor”) for total gross proceeds of $1,250,000 of a total committed capital raise of $5 million. The securities were sold pursuant to the Subscription Agreement, dated as of June 8, 2016 and June 10, 2016 (the “Subscription Agreement”), entered into by and between the Company and the Investor, and consisted of (i) 250,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a purchase price of $5.00 per share, and (ii) a 3-year warrant to purchase 250,000 shares of Common Stock exercisable at $0.01 per share (the “Warrant”). The net proceeds of the sale of these securities will be used for general working capital. The Subscription Agreement and the Warrant contains certain customary representations, warranties and covenants.

All of the foregoing securities sold are “restricted securities” and as such are subject to all applicable restrictions on transfer specified by federal and state securities laws. All of the foregoing securities were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (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.

The foregoing description of the Subscription Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this Current Report and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

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

Item 9.01 Financial Statements and Exhibits.

* Filed herewith

** Furnished herewith

SIGNATURE

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

Dated: June 23, 2016