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): ~~July~~October 319, 2017

CONTENT CHECKED HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada

(State or Other

Jurisdiction of

Incorporation)

333-190656

(Commission

File Number)

99-0371233

(I.R.S. Employer
Identification No.)

28126 Peacock Ridge Drive, Suite 210, Rancho Palos Verdes, California 90275
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (310) 541-4102

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:

☐ 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 ☒

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

~~As previously reported in a Current Report on Form 8~~Equity-KFor-Debt ~~filed~~Exchange byand ~~Content~~Asset ~~Checked~~Purchase ~~Holdings,~~Agreement ~~Inc. (the “Company”) on July 31, 2017, the Board of Directors (the “Board”) of the Company determined, as a result of certain preliminary information obtained to date in connection~~ with anHillair ~~ongoing~~Capital ~~internal~~Management investigation, that its former Chairman of the Board, Chief Executive Officer and President, Kris Finstad, misappropriated approximately $4.9 million from the Company on or around the beginning of September 2015.LLC

~~Since~~As ~~being~~previously ~~apprised~~reported ~~of the misappropriation activity engaged~~ in bya ~~Mr.~~Current ~~Finstad,~~Report ~~management~~on ofForm ~~the~~8-K ~~Company~~filed ~~has~~by ~~considered~~Content ~~the~~Checked ~~most~~Holdings, ~~advantageous ways in which to try and recover the misappropriated funds~~Inc. ~~After~~ ~~considering~~ (the “Company’s”) ~~current~~on ~~financial~~July ~~condition~~10, as2017, ~~well~~on asSeptember ~~the~~3, ~~time~~2015, ~~cost~~the ~~and~~Company ~~expense~~entered ~~that~~into ~~would~~a beSecurities ~~necessary~~Purchase inAgreement ~~order to employ various civil methods that might be available to~~ (the ~~Company~~“Securities asPurchase aAgreement”) ~~means~~with ofHillair ~~recovering~~Capital ~~the~~Investments ~~misappropriated~~LP ~~funds,~~(“Hillar ~~the~~Investments”) ~~Company~~and ~~determined~~its ~~that~~assignee itHillair ~~would~~Capital beManagement inLLC ~~its~~(“Hillair ~~best~~Management”) ~~interest~~(Hillair Investments and ~~the~~Hillair ~~best~~Management ~~interest~~are ofhereinafter ~~its~~collectively ~~shareholders~~referred to ~~seek~~as ~~and~~“Hillair”) ~~achieve~~pursuant ato ~~negotiated~~which ~~arrangement~~Hillair ~~for~~purchased ~~the~~from ~~recovery of~~ the Company’s ~~misappropriated~~an ~~funds. In~~8% ~~this~~Senior ~~regard,~~Secured ~~the~~Convertible ~~Company,~~Debenture ondue July 311, 2017, ~~entered~~in ~~into~~the aprincipal ~~Restitution~~amount ~~Agreement~~of ~~with~~$5,040,000 ~~Mr. Finstad~~ (the “~~Restitution Agreement~~Debenture”).

~~The~~On ~~basic terms of the Restitution Agreement provide that Mr. Finstad shall repay to the Company the sum of $4.9 million on the following basis: (i) $500,000 to be paid to the Company on~~ or ~~before~~around October 311, ~~2017~~2016, and ~~(ii)~~from ~~$4,400,000~~time onto ortime ~~before July 31~~thereafter, ~~2018. The~~monetary ~~obligation~~and ofnon-monetary ~~Mr.~~defaults ~~Finstad~~under ~~to repay~~ the ~~misappropriated~~Debenture ~~funds~~occurred, aswhich ~~set~~resulted ~~forth herein is evidenced by a promissory note executed by Mr. Finstad~~ in ~~favor~~Hillair ofdemanding that the Company ~~which~~immediately ~~bears~~pay ~~interest~~to atHillair ~~the~~all ~~rate~~sums ofdue ~~ten~~and ~~percent~~owing ~~(10%) per annum. In addition~~ to ~~the~~Hillair ~~foregoing,~~under the ~~Restitution Agreement provides that Mr~~Debenture. Because ~~Finstad shall surrender to the Company for cancellation and retirement all~~ of the ~~issued and outstanding shares of common stock of the~~ Company’s ~~that~~compromised ~~Mr.~~financial ~~Finstad~~condition ~~owns~~due asto of the ~~date~~misappropriation of ~~the~~its ~~Restitution~~cash ~~Agreement. As~~by ofits ~~the~~former ~~date~~Chief ofExecutive ~~the Restitution Agreement~~Officer, ~~Mr.~~Kristian Finstad ~~owns 21~~,~~280,648~~ ~~shares of common stock of~~ the Company ~~(approximately~~could ~~58%~~not ofpay ~~the~~Hillair ~~total issued and outstanding shares of common stock of~~ the ~~Company)~~demanded sums.

On January 23, 2017, Hillair filed an action in the Los Angeles County Superior Court-West District (the “Court”) for the purpose of securing payment of the sums due and owing Hillair under the terms of the Debenture (the “Action”). In the Action, Hillair sought and obtained an order appointing a receiver over all of the assets of the Company (the “Company Assets”), and the court appointed receiver (the “Receiver”) took possession of the Company Assets.

On June 26, 2017, the Court entered an order against the Company granting Hillair a judgment against the Company in the amount of $7,114,625.43 (the “Judgment”). Concurrently, the Company Assets were sold by the Receiver to Hillair for the sum of $200,000.

On October 9, 2017, the Company, Hillair, and an affiliate of Hillair (Content Acquisition Company, Inc.) entered into an Equity-For-Debt Exchange and Asset Purchase Agreement (the “Exchange and Asset Purchase Agreement”) pursuant to which Hillair and Content Acquisition Company, Inc. have agreed to:

(1)

satisfy the Judgment in exchange for three percent (3%) of the Company’s issued and outstanding common stock on the date of the closing of the transactions contemplated by the Exchange and Asset Purchase Agreement; and

(2)

sell to the Company the Company Assets for the sum of Three Hundred Fifty Thousand Dollars ($350,000).

The transactions contemplated by the Exchange and Asset Purchase Agreement are scheduled to close on or before November 17, 2017. Upon the closing of the transactions contemplated by the Exchange and Asset Purchase Agreement, the Company will, among other things, derecognize and remove the Judgment as a liability from its balance sheet, and expects to record $7,114,625 of additional shareholders’ equity.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

10.1 ~~Restitution~~Equity-For-Debt Exchange and Asset Purchase Agreement, dated as of October 9, 2017, by and ~~among~~between ~~Kris~~Hillair ~~Finstad~~Capital ~~and~~Management LLC, Content Acquisition Company, Inc., Content Checked Holdings, Inc. and Content Checked, Inc.

SIGNATURE

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

	CONTENT CHECKED HOLDINGS, INC.
	By:	/s/ John W. Martin
		John W. Martin
Date: August 1, 2017		President, Principal Financial Officer,
Date: October 11, 2017		President, Principal Financial Officer,
		Secretary and General Counsel

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