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): ~~October~~January 256, ~~2016~~2017 (~~October~~December 2029, 2016)

MIX 1 LIFE, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-170091	68-0678499
(State or other jurisdiction	(Commission ~~File~~	(IRS Employer
of Incorporation)	File Number)	Identification Number)

16000 N. 80^th Street, Suite E

Scottsdale, AZ 85260

Tel. (480) 371-1100

(Address and Telephone Number of Principal Executive Offices)

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))

MIX 1 LIFE, INC.

Form 8-K

Current Report

~~Item~~ITEM 71.01. ~~Regulation~~ENTRY FDINTO ~~Disclosure.~~A MATERIAL DEFINITIVE AGREEMENT

~~Investor~~On ~~Presentation~~December 29, 2016 Mix 1 Life, Inc., a Nevada corporation (the “Company”) and Spyglass Capital Partners, LLC and Spyglass Capital Partners, LLC II (collectively “Spyglass”) entered into a Discharge and Satisfaction of Indebtedness Agreement (the “Agreement”). As a result of the Agreement, an aggregate of $2.31 million of debt owed by the Company pursuant to the 7.5% Senior Secured Convertible Debentures held by Spyglass, due March 10, 2017 (the “Debentures”), was discharged in exchange for an aggregate 1,776,924 restricted shares of the Company’s common stock at a conversion price of $1.30 per share. Additionally, Spyglass received one warrant for each share issued to acquire an additional share of the Company’s common stock at an exercise price of $1.30 per share under the terms of the Agreement. Each warrant has an expiration date of 3 years from the date of the Agreement The Agreement also calls a cash payment of $6,656.25 and the issuance of 8,875 restricted shares of the Company’s common stock to Spyglass in settlement for any and all past due interest owed under the Debentures.

OnThe ~~October~~preceding ~~20,~~description ~~2016,~~of ~~Mix 1 Life, Inc. (~~the ~~“Company”)~~Agreement ~~announced~~is a ~~private~~brief ~~offering~~summary of the ~~Company’s~~terms ~~common stock~~ and ~~warrants~~does ~~for~~not ~~the~~purport ~~purpose of raising up~~ to ~~2.625~~be ~~million dollars ($2~~complete,~~625,000).~~ ~~The~~and ~~securities~~is ~~offered~~qualified ~~will~~in ~~not~~its beentirety ~~offered~~by orreference ~~registered~~to ~~under~~ the ~~Securities~~Agreement, ~~Act~~a copy of ~~1933~~which ~~and~~is ~~may~~filed ~~not~~herewith beas ~~offered~~Exhibit or10.1 ~~sold~~to inthis ~~the~~Current ~~United~~Report ~~States~~on ~~absent~~Form ~~registration~~8-K orand anare ~~applicable~~incorporated ~~exemption~~herein ~~from~~by ~~the registration requirement~~reference.

WeITEM ~~are attaching our 2016 Investor Presentation (the "Investor Presentation") to this report as Exhibit 99.~~3.02 ~~The~~UNREGISTERED ~~Investor~~SALE ~~Presentation~~OF isEQUITY ~~also available on the Company's website at www.mix1life.com.~~ SECURITIES

~~Limitation~~The information provided in Item 1.01 of this Current Report on ~~Incorporation~~Form 8-K related to the aforementioned Agreement is incorporated by ~~Reference~~reference into this Item 3.02.

InExemption ~~accordance~~from ~~with~~Registration. ~~General~~The ~~Instruction~~shares ~~B.2.~~ of ~~Form~~common ~~8-K,~~stock ~~the~~referenced ~~information~~herein ~~contained~~were ~~above~~issued in ~~this~~reliance ~~report~~upon an exemption from registration afforded under Section 4(~~including~~a)(2) of the ~~Investor~~Securities ~~Presentation)~~Act ~~shall~~for transactions by an issuer not beinvolving ~~deemed~~a ~~“Filed”~~public offering, or Regulation D promulgated thereunder, or Regulation S for ~~purposes~~offers and sales of securities outside the United States. The Share Exchange Agreement is an exempt transaction pursuant to Section 184(a)(2) of the Securities ~~Exchange~~ Act ofas ~~1934,~~the asacquisition ~~amended,~~was ora ~~otherwise~~private ~~subject~~transaction toby the ~~liabilities~~Company ofand ~~that~~did ~~section~~not involve any public offering. Additionally, ~~nor~~we ~~shall~~relied upon the ~~Investor~~exemption ~~Presentation~~afforded beby ~~deemed~~Rule ~~incorporated~~506 byof ~~reference~~Regulation inD ~~any~~of ~~filing~~the ~~under~~Securities Act which is a safe harbor for the private offering exemption of Section 4(a)(2) of the Securities Act whereby an issuer may sell its securities to an unlimited number of ~~1933~~accredited investors, as ~~amended,~~that ~~except~~term asis ~~shall~~defined bein ~~expressly~~Rule ~~set~~501 ~~forth~~of byRegulation ~~specific~~D. ~~reference~~Further, inwe ~~such~~relied aupon ~~filing.~~the ~~This~~safe ~~report~~harbor ~~will~~provision ~~not~~of beRule ~~deemed~~903 aof ~~determination~~Regulation S of the Securities Act which permits offers or ansales ~~admission~~of assecurities toby the ~~materiality~~Company outside of ~~any~~the ~~information~~United inStates that are not made to “U.S. persons” or for the ~~report~~account or benefit of a “U.S. person”, as that term is ~~required~~defined toin beRule ~~disclosed~~902 ~~solely~~of by Regulation FDS.

~~Forward-Looking~~ITEM ~~Statements~~9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~This~~(d) ~~Current~~Exhibits. ~~Report~~The onfollowing ~~Form~~exhibits ~~8-K~~are ~~includes~~either ~~statements~~filed ~~that~~as ~~may~~a ~~constitute~~part ~~“forward-looking”~~hereof ~~statements,~~or ~~usually~~are ~~containing~~incorporated ~~the~~by ~~words “believe”, “estimate”, “project”, “anticipate”, “expect” or similar expressions~~reference. ~~These~~Exhibit ~~statements~~numbers ~~are~~correspond ~~made pursuant~~ to the ~~safe~~numbering ~~harbor~~system ~~provisions~~in ofItem ~~the~~601 ~~Private Securities Litigation Reform Act~~ of ~~1995.~~Regulation ~~Forward~~S-~~looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements~~K.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number		Description of Exhibit

10.1		Discharge and Satisfaction of Indebtedness by and among the Company and Spyglass Capital Partners, LLC and Spyglass Capital Partners, LLC II, dated December 29, 2016 ⁽¹⁾

~~(d) Exhibits~~______

~~99.3~~(1) ~~Investor~~Filed ~~Presentation~~herewith.

SIGNATURE

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

	MIX 1 LIFE, INC.
Date: October 25, 2016	By:	/s/ Jerry Dellaportas
Date: January 6, 2017	By:	/s/ Steven Staehr
		Jerry Dellaportas
		Steven Staehr
		Chief Executive Officer
		Chief Financial Officer

Filing Compare · MIX 1 LIFE, INC.