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): August 12 25, 2016

FOTV Media Networks Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-212396	45-3343730
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
338 N. Canon Drive, 3rd Floor, Beverly Hills, California		90210
(Address of Principal Executive Offices)		(Zip Code)

338 N. Canon Drive, 3rd Floor, Beverly Hills, California		90210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (877) 733-1830

Not Applicable

(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):

¨	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))

CURRENT REPORT ON FORM 8-K

FOTV Media Networks Inc. (the “Company”)

August 25, 2016

Item 1.01.

Entry into a Material Definitive Agreement.

OnIn ~~August~~connection ~~12,~~with ~~2016~~the Company’s initial public offering, ~~FOTV~~on ~~Media~~August 25, ~~Networks Inc.~~2016, (the “Company”) entered into an ~~underwriting~~escrow deposit agreement (the “~~Underwriting~~Escrow Agreement”) with Monarch Bay Securities, LLC, ~~as representative of~~ the ~~several underwriters (the “~~Underwriter~~”),~~ ~~relating to an initial public offering~~ for the ~~issuance and sale~~offering, ~~on a best efforts basis, of a minimum of 2,500,000 shares~~ and aUMB ~~maximum of 3~~Bank,~~750,000~~ ~~shares (the “Shares”) of the Company’s common stock (“Common Stock”)~~N. A. A form of the ~~Underwriting~~ Escrow Agreement was filed on August 12, 2016, with the ~~U.S. Securities and Exchange Commission (the “~~SEC”) with Amendment No. 2 to the Company’s Registration Statement as Exhibit 110.15. ~~The~~ price to the public in the initial public offering is $8.00 per share. The Company expects the net proceeds from the sale of the Shares, assuming it sells a minimum of 2,500,000 Shares, will be approximately $18,025,000 and, assuming it sells all 3,750,000 Shares, will be approximately $27,275,000, after deducting the underwriting commissions and estimated offering expenses payable by the Company. The expenses include reimbursement of expenses incurred by the Underwriter, including fees and expenses of its counsel, in connection with the offering in an amount not to exceed $100,000. The Company will have an initial closing at such time as 2,500,000 Shares are sold in the offering, subject to customary closing conditions contained in the Underwriting Agreement, and the offering will continue until the earlier of the sale of all 3,750,000 Shares or October 11, 2016.

Pursuant to the Escrow Agreement, the gross proceeds of the offering will be deposited at UMB Bank, N.A. in an escrow account established by the Company. The funds will be held in escrow until the Company receives a minimum of $20,000,000 and otherwise satisfies the listing conditions to trade its Common Stock on the Nasdaq Capital Market, at which time the initial closing with respect to the offering iswill ~~being~~be ~~made~~consummated ~~pursuant~~and the related funds will be released to the ~~prospectus~~Company. ~~dated~~Any ~~August~~proceeds 12received by the Company from the sale of shares subsequent to the initial closing and following the satisfaction of the Nasdaq listing requirements will be available to the Company immediately upon the closing of the sale of such shares. If the Company does not receive the minimum amount of $20,000,000 by October 11, 2016 (60 days after the date of the prospectus), ~~contained~~all funds will be returned to purchasers in the ~~Company~~offering on the next business day after the offering’s ~~registration~~termination, ~~statement~~without oncharge, ~~Form~~deduction ~~S-1~~or ~~(Registration~~interest. NoPrior to October 11, 2016, in no event will funds be returned to the purchasers in the offering. ~~333-212369)~~Such (purchasers will only be entitled to receive a refund of their subscription if the ~~“Registration~~Company ~~Statement”)~~does not raise a minimum of $20,000,000 and satisfy the Nasdaq listing conditions by October 11, 2016.

InAn ~~connection~~executed ~~with~~copy ~~the~~of ~~offering,~~ the ~~Company~~Escrow ~~will~~Agreement ~~issue~~is toattached ~~the~~as ~~Underwriter~~Exhibit ~~a warrant (the “Underwriters’ Warrant”) to purchase up to 112,500 shares of Common Stock, at an exercise price of $~~10.001 ~~per~~and ~~share,~~is asincorporated ~~part~~by ofreference ~~the~~herein. ~~Underwriter’s~~The ~~compensation. A~~foregoing ~~form~~description of the ~~Underwriters’ Warrant was filed on August 12, 2016, with the SEC with Amendment No. 2 to the~~ ~~Company’s~~Escrow ~~Registration~~Agreement ~~Statement as Exhibit 1.2. The Underwriters’ Warrant will become exercisable on the date that~~ is ~~180~~qualified ~~days~~in ~~after~~its ~~the~~entirety ~~effective~~by ~~date~~reference ofto the ~~offering,~~full ~~until~~text ~~the date that is five years after the effective date~~ of ~~the~~ ~~offering~~such exhibit.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, the Company also agreed to not sell or transfer any Common Stock of the Company for 180 days after August 12, 2016, without first obtaining the consent of the Underwriter.

Copies of the Underwriting Agreement and the Underwriters’ Warrant are attached as Exhibits 1.1 and 1.2, respectively, to this report and are incorporated herein by reference, and the foregoing descriptions of the Underwriting Agreement and the Underwriters’ Warrant are qualified in their entirety by reference to the full texts of such exhibits.

Item 9.01.

Exhibits.

110.1 ~~Underwriting~~Escrow Deposit Agreement, dated as of August 1225, 2016.

1.2 Underwriters’ Warrant (included in Exhibit 1.1).

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.

Date: August 18, 2016	FOTV MEDIA NETWORKS INC.
Date: August 26, 2016	FOTV MEDIA NETWORKS INC.
	By:	/s/ Alkiviades (Alki) David
		Name:	Alkiviades (Alki) David
		Name: Alkiviades (Alki) David
		Title:	Chairman and Chief Executive Officer
		Title: Chairman and Chief Executive Officer

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