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 193, ~~2018~~2019 (~~October~~December 1520, 2018)

FRANKLY INC.

(Exact name of registrant as specified in its charter)

British Columbia	000-55821	98-1230527
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

~~27-01~~50 ~~Queens~~West ~~Plaza~~17th ~~North~~Street, ~~Suite~~11th ~~502~~Floor

~~Long~~New ~~Island City~~York, NY ~~11101~~10011

(Address of principal executive offices) (Zip code)

(212) 931-1200

(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 (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))

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 2 1.0302 ~~Creation~~Termination of a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

~~On August~~Following ~~31, 2016, Frankly Inc. (~~the ~~“Company”~~United ~~or “we”) had entered into (i) a $14.5 million~~States ~~credit~~Federal ~~facility~~Communications ~~pursuant~~Commission’s toDecember a2018 ~~credit~~approval ~~agreement,~~of asGray ~~amended on December 20~~Television, ~~2016,~~Inc.’s ~~March~~merger ~~30,~~with ~~2017,~~Raycom ~~May 25~~Media, ~~2017~~Inc., Gray ~~October~~terminated ~~25,~~its ~~2017 and~~advertising ~~December~~representation ~~27,~~agreement ~~2017~~ (the “~~Credit~~Gray Agreement”) with ~~Raycom~~Frankly ~~Media,~~ Inc. (the “~~Raycom~~Company”) ~~and (ii)~~, aeffective ~~share purchase agreement,~~ as ~~amended~~of on December 2031, ~~2016,~~2018. ~~March~~For ~~30,~~the ~~2017,~~nine-month ~~May~~period ~~25,~~ending ~~2017~~September 30, ~~October 25~~2018, ~~2017~~revenue ~~and~~under ~~December~~the ~~27,~~Gray ~~2017~~Agreement ~~(the~~accounted ~~“Raycom SPA”) with Raycom pursuant to which we issued 150,200 common shares in exchange~~ for a23.2% ~~promissory note~~of ~~previously~~Company’s ~~issued~~total ~~by us to Raycom, with a principal amount of $14~~revenue.~~5 million.~~

~~On May~~Item ~~7, 2018, the Company had amended and restated the Credit Agreement (the “Amended Credit Agreement”) to increase the amount of funding available under the Credit Agreement by $7.~~5 ~~million~~.07 ~~The~~Submission ~~Amended~~of ~~Credit~~Matters ~~Agreement superseded the original Credit Agreement. The $1 million that was advanced by Raycom~~ to us on March 13, 2018 was included in the $7.5 million funding increase, bringing the total amount provided to us under the Amended Credit Agreement to $22 million (the “Credit Facility”). Of the $7.5 million, our customer Cordillera Communications (“Cordillera” and together with Raycom, the “Lenders”) participated as a ~~lender~~Vote ~~for up to $300,000. Under the Amended Credit Agreement, outstanding term loans in the amount~~ of ~~$14.5~~Security million were characterized as Term B Loans under a non-revolving term loan facility in such amount (“Facility B”) and an outstanding term loan in the amount of $1 million was characterized as a Term A Loan under a non-revolving term loan facility in the amount of $7Holders.~~5 million (“Facility A”).~~

~~On October 15,~~ 2018, ~~the~~Annual ~~Company~~Meeting ~~amended the Amended Credit Agreement to reduce its principal debt balance due under the Amended Credit Agreement as~~ of ~~September 30, 2018 from $21,500,000 (“Loan Balance”) to $10,000,000 (“New Loan Balance”) as of October 1, 2018. In addition, the Amended Credit Agreement was amended as follows:~~Stockholders

a.On December 20, 2018, ~~Commencing~~the onCompany ~~October~~held 1its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). As of November 19, 2018 (the “Record Date”) there were 2,660,155 ~~interest~~issued ~~under~~and outstanding shares of common stock of the ~~Amended~~Company, ~~Credit~~no par ~~Agreement~~value ~~will~~(the ~~accrue~~“Common onStock”), of which approximately 1,380,741 shares of Common Stock of the ~~New~~Company (the ~~Loan~~“Shareholders”) ~~Balance~~were represented in person or by proxy at the ~~annual~~Annual ~~rate~~Meeting, constituting approximately 51.90% of ~~10%~~the total issued and outstanding Common Stock of the Company.

b. The ~~maturity~~three ~~date~~(3) ofproposals (the “Proposals”) voted upon at the ~~New~~Annual ~~Loan~~Meeting ~~Balance~~were ~~was~~all ~~revised~~approved toby ~~September~~the 30Shareholders at the Annual Meeting, and ~~2021~~the final results of such voting are set forth below. ~~The~~Details ~~New~~of ~~Loan~~each ~~Balance~~of ~~along~~the ~~with~~Proposals ~~all~~can ~~accrued~~be ~~interest~~found in that certain ~~will~~definitive beproxy ~~due~~statement on Schedule 14A filed with the ~~revised~~U.S. ~~maturity~~Securities ~~date~~and Exchange Commission (the “SEC”) on November 28, 2018 by the Company.

c.Proposal ~~Commencing on October~~ 1~~, 2018, the following provisions of the Amended Credit Agreement will no longer be operative~~: ~~Section~~To ~~4.3; Section~~elect ~~6.2;~~Tom ~~Section~~Rogers, ~~8.1.5;~~Steven ~~and Article 9~~Zenz, ~~except~~Lou ~~Sections~~Schwartz ~~9.1.1.1,~~and ~~9.1.1.2,~~Choong ~~9.1.2,~~Sik ~~9.1.3~~Hyun, ~~9.1.4,~~as ~~9.1.5~~directors, ~~9.1.6,~~each ~~9.1.7,~~to ~~9.1.10 (excluding~~hold ~~9.1.10.3~~office &until ~~9.1.10.6),~~the ~~9.1.11,~~2019 ~~9.1.12,~~Annual Meeting ~~9.1.13,~~of ~~9.1.14,~~Stockholders ~~9.1.15.1,~~or ~~9.1.17~~until ~~and~~his ~~9.3;~~successor ~~and~~is ~~Sections~~elected ~~10.1.16~~ and ~~10.1.18.~~qualified:

d. The Company’s debt to Cordillera under the Amended Credit Agreement has been extinguished and Cordillera is no longer party to the Amended Credit Agreement as of October 1, 2018.

Nominee	Shares Voted For		Shares Abstained
Tom Rogers		1,257,278		28,958
Steven Zenz		1,257,278		28,958
Louis Schwartz		1,257,278		28,958
Choong Sik Hyun		1,257,278		28,958

e.Proposal ~~Section 4.~~2: ofTo ratify the ~~Raycom~~appointment ~~SPA~~by ~~was~~the ~~terminated~~Audit asCommittee of the ~~date~~Company’s Board of ~~this~~Directors ~~amendment~~of Baker Tilly Virchow Krause LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2018.

Item 8.01. Other Events.

Shares Voted For				Shares Abstained
	1,380,683				58

InProposal ~~connection~~3: ~~with~~For ~~the~~disinterested ~~execution~~shareholders ~~of the amendment~~ to ~~the~~consider, ~~Amended~~and ~~Credit~~if ~~Agreement~~thought ~~described~~fit, into ~~Item 2.03 of this Current Report~~pass, ~~the~~ ~~Company~~with ~~issued~~or awithout ~~press release on October 19~~variation, ~~2018.~~an ~~This~~ordinary ~~press~~resolution approving ~~release~~the isamended ~~attached~~and torestated ~~this~~equity ~~Current~~incentive ~~Report~~plan asof ~~Exhibit 99~~the Company.1.

Item 9.01. Financial Statements and Exhibits.

Shares Voted For				Shares Against
	1,093,554				28,987

(d)	Exhibits
10.1	Share Purchase Agreement, dated August 31, 2016 by and between Frankly Inc. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.11 to Form S-1 (Registration No. 333-214578) filed November 10, 2016)
10.2	Credit Agreement, dated August 31, 2016 by and between Frankly Inc. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.10 to Amendment No. 1 to Form S-1 (Registration No. 333-214578) filed January 11, 2017)
10.3	Amendment to the Credit Agreement and SPA, dated December 20, 2016 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.5 to Amendment No. 1 to Form S-1 (Registration No. 333-214578) filed January 11, 2017)
10.4	Amendment to Credit Agreement, SPA and Raycom Warrant, dated March 30, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.27 to Amendment No. 3 to Form S-1 (Registration No. 333-214578) filed April 18, 2017)
10.5	Amendment to Credit Agreement, SPA and Raycom Warrant, dated May 25, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.30 to Amendment No. 7 to Form S-1 (Registration No. 333-214578) filed June 2, 2017)
10.6	Amendment to Credit Agreement and SPA, dated October 25, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.6 to Form 8-K filed October 27, 2017)
10.7	Amendment to Credit Agreement and SPA, dated December 27, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.7 to Form 8-K filed January 3, 2018)
10.8	Amended and Restated Credit Agreement, dated May 7, 2018 by and between Frankly, Inc., Frankly Media LLC, Frankly Co. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.8 to Form 8-K filed May 11, 2018)
10.9	Amendment to the Amended and Restated Credit Agreement, dated October 15, 2018 by and between Frankly, Inc., Frankly Media LLC, Frankly Co. and Raycom Media, Inc.
99.1	Press Release

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.

	FRANKLY INC.
Dated: October 19, 2018	By:	/s/ Louis Schwartz
Dated: January 3, 2019	By:	/s/ Louis Schwartz
	Name:	Louis Schwartz
	Title:	Chief Executive Officer

Filing Compare · Frankly Inc