SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 23, 2018
(Exact name of registrant as specified
in its charter)
(State or Other Jurisdiction of
590 Madison Avenue, 21st Floor
New York, New York 10022
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (212) 739-7825
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligations 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).
growth company þ
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 2.05.||Costs Associated with Exit or Disposal Activities.
On May 25, 2018, the Registrant's board of directors
committed the company to an exit/disposal plan with respect to its promotional, ticketing and production businesses because it
does not believe that such business units can generate sufficient operating cash flows to fund the ongoing operations of the Registrant.
The Registrant anticipates returning the businesses it acquired to the original sellers thereof, on a negotiated basis. The registrant
anticipates completing the exit/disposal plan within approximately ten days. The company will continue to operate its athlete management
The Registrant believes it will incur a loss
on the disposition of the assets contemplated by the exit/disposal plan (which may include the write off of associated goodwill
and intangible assets). In addition, the Registrant will incur professional fees in connection with the implementation of the exit/disposal
The Registrant is unable at this time to estimate
the amount of costs which may be incurred in connection with its exit/disposal plan. The Registrant will file an amendment to this
Form 8-K within four business days after it determines an estimate or range of estimates of the exit/disposal costs.
and Appointment of Certain Officers.
May 23, 2018, Renzo Gracie resigned as a member of the board of directors of the Alliance MMA, Inc. (the “Company”).
Effective May 24, 2018, Robert L. Mazzeo resigned as CEO of the Company. As previously disclosed, Paul Danner, the Company’s
former Chief Executive Officer, remained as a Director through May 1, 2018. Accordingly, as of the date hereof, the Company has
three directors: Joel Tracy (Chairman), Joe Gamberale and Burt Watson.
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.
||ALLIANCE MMA, INC.|
||/s/ John Price |
||Chief Financial Officer|
|Dated: May 30, 2018