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

Date of Report (Date of earliest event reported): October 26, 2017

nFüsz, Inc.

(Exact name of registrant as specified in its charter)

344 S. Hauser Boulevard, Suite 414

Los Angeles, California 90036

(Address of principal executive office, including zip code)

(855) 250-2300

(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:

[  ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01. Entry into a Material Definitive Agreement.

This Form 8-K/A is filed to correct certain typographical errors contained in the Equity Purchase Agreement (“Purchase Agreement”) dated September 15, 2017 and effective September 26, 2017 between us and Kodiak Capital Group, LLC (“Kodiak Capital”) (hereinafter referred to as “Purchaser”), previously filed as an exhibit to our Company’s Current Report on Form 8-K on October 2, 2017. Under the Purchase Agreement, we may from time to time, in our discretion, sell shares of our common stock to Purchaser for aggregate gross proceeds of up to $2,000,000. Unless terminated earlier, Purchaser’s purchase commitment will automatically terminate on the earlier of the date on which such Purchaser shall have purchased our shares pursuant to the Purchase Agreement for an aggregate purchase price of $2,000,000, or September 15, 2019. We have no obligation to sell any shares under the Purchase Agreement.

As provided in the Purchase Agreement, we may require the Purchaser to purchase shares of our common stock from time to time by delivering a put notice (“Put Notice”) to the Purchaser specifying the total number of shares to be purchased (such number of shares multiplied by the purchase price described below, the “Investment Amount”); provided there must be a minimum of ten trading days between delivery of each put notice. We may determine the Investment Amount provided that such amount may not be lower than $25,000. Our ability to issue Put Notices to Purchaser and require Purchaser to purchase our common stock is not contingent on the trading volume of our common stock. The Purchaser will have no obligation to purchase shares under the applicable Purchase Agreement to the extent that such purchase would cause such Purchaser to own more than 9.99% of our common stock (the “Beneficial Ownership Limitation”).

For each share of our common stock purchased under the Purchase Agreement, the Purchaser will pay a purchase price equal to 80% of the Market Price. The Market Price is defined as the VWAP on the principal trading platform for the Common Stock, as reported by OTC Markets, during the five consecutive Trading Days immediately preceding the date (the “Closing Request Date”) that Kodiak receives a Put Notice from us (the “Valuation Period”). Purchaser’s obligation to purchase shares is subject to customary closing conditions, including without limitation a requirement that a registration statement remain effective registering the resale by Purchaser of the shares to be issued under the Purchase Agreement and the Warrants (the “Registration Statement”). The Purchase Agreement is not transferable and any benefits attached thereto may not be assigned.

The Purchase Agreement contains covenants, representations and warranties of our Company and the Purchaser that are typical for transactions of this type. In addition, we and the Purchaser have granted each other customary indemnification rights in connection with the applicable Purchase Agreement.

Effective September 26, 2017 and as a commitment fee under the Purchase Agreement, we issued to Purchaser an unsecured Promissory Note (the “Commitment Note”), dated September 15, 2017, for the principal amount of $100,000 with interest at the rate of 5% per annum, payable nine months from the issue date. In the event the Registration Statement is not effective by December 31, 2017, through no fault of ours, the Commitment Note shall be deemed cancelled, null and void, and of no further force and effect. We also issued to Purchaser an additional unsecured Promissory Note (the “First Note”), dated September 15, 2017 and effective September 26, 2017, for the principal amount of $110,000 with interest at the rate of 5% per annum, payable six months from the issue date. Upon the filing of the Registration Statement, we will issue to Purchaser an additional note (the “Second Note” and together with the Commitment Note and the First Note, the “Notes”) for the principal amount of $110,000 with interest at the rate of 5% per annum, payable six months from the issue date. The principal amount and accrued interest under the Notes are not convertible except in the event of default. In the event of default, the conversion price for the Notes shall be the lesser of $0.25 per share or 70% of the lowest trading price during the ten-trading-day period prior to the conversion date. Conversion of the Notes is subject to the Beneficial Ownership Limitation.

Effective September 26, 2017 and as an additional commitment fee under the Purchase Agreement, we issued to Purchaser a Common Stock Purchase Warrant (“First Warrant”), dated September 15, 2017, to purchase up to 1,000,000 shares of the Company’s Common Stock at an initial exercise price of $0.15 per share. We and the Purchaser have also contemplated the issuance by us to the Purchaser of two additional Common Stock Purchase Warrants (the “Second Warrant” and the “Third Warrant” and, together with the First Warrant, the “Warrants”). The Second Warrant, to be issued only upon the filing of the Registration Statement, entitles Purchaser to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $0.20 per share. The Second Warrant was issued by us to Purchaser on October 13, 2017 in connection with our filing of the Registration Staement contemplated by the Purchase Agreement. The Third Warrant, to be issued only upon the first Closing Date, entitles Purchaser to purchase up to 4,000,000 shares of the Company’s common stock at an initial exercise price of $0.25 per share. The exercise price and number of warrant shares under each of the Warrants are subject to adjustments provided for in each such Warrant and are subject to the Beneficial Ownership Limitation.

In connection with the Purchase Agreement, we also entered into a Registration Rights Agreement with Purchaser requiring us to prepare and file, within 30 days, the Registration Statement registering the resale by Purchaser of shares to be issued under the Purchase Agreement and the Warrants, to use commercially reasonable efforts to cause such registration statement to become effective, and to keep such Registration Statement effective until (i) the date when Purchaser may sell all the shares under Rule 144 without volume limitations, or (ii) the date Purchaser no longer owns any of the shares.

The foregoing description of the terms of the Purchase Agreement, the Notes, the Warrants and the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the agreements/instructions themselves, copies of which are filed with this report, and the terms of which are incorporated herein by reference. The benefits and representations and warranties set forth in such documents (if any) are not intended to and do not constitute continuing representations and warranties of the Company or any other party to persons not a party thereto.

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

To the extent required by Item 2.03 of Form 8-K, the information contained or incorporated in Item 3.02 of this Form 8-K/A is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 is incorporated by reference in this Item 3.02.

The issuance of the Notes and Warrants, and the shares issuable upon any conversion or exercise thereof, were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For these issuances, the Company relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company’s belief that the offer and sale of such securities did not involve a public offering.

The offering of shares issuable under the Purchase Agreement was not registered under the Securities Act, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For such issuances, the Company is relying on the exemption from federal registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company’s belief that the offer and sale of such securities did not involve a public offering.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURE

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