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): ~~February~~March 2022, 2017

MAD CATZ INTERACTIVE, INC.

(Exact Name of Registrant as Specified in Charter)

Canada

001-14944

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10680 Treena Street, Suite 500

San Diego, California 92131

(Address of Principal Executive Offices)

(858) 790-5008

(Registrant’s telephone number, including area code)

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 240.14.a-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))

Item 1.01 Entry Into a Material Definitive Agreement

Effective February 21, 2017, Mad Catz, Inc. (“MCI”), a wholly-owned subsidiary of Mad Catz Interactive, Inc. (the “Company”), and Sterling National Bank (“SNB”) entered into a Forbearance Agreement and Amendment (the “Amendment”) to that certain Loan and Security Agreement dated June 30, 2015 (as amended, the “Loan Agreement”). Pursuant to the Amendment, SNB agreed with MCI to forbear until April 28, 2017 from exercising its remedies under the Loan Agreement for non-compliance of the required monthly financial covenant based on a trailing twelve months’ adjusted earnings before income taxes, depreciation and amortization (“EBITDA”) and for not paying accounts payable within the time required. The Amendment also amends the Loan Agreement to establish a monthly EBITDA requirement for January, February and March 2017 and provides for modified borrowing rates for eligible Rock Band 4 accounts sold in August and September 2016. This Amendment contains other conditions, including payment of a ten thousand dollar ($10,000) amendment fee to SNB, representations and warranties, and provisions that the Company believes are usual and customary for credit arrangements similar to those contemplated by the Amendment. The description of the Amendment set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Amendment filed as Exhibit 10.1 hereto.



Item 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On ~~February~~March 2022, 2017, ~~the~~Mad ~~Company~~Catz ~~received a notice from the NYSE MKT indicating that~~Interactive, ~~based~~Inc. on (the “Company~~’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, the Company is not in compliance with Sections 1003(a~~”)~~(i)~~ orwas ~~1003(a)(ii)~~notified ofby ~~the~~ NYSE MKT ~~Company~~LLC ~~Guide~~ (the “~~Company~~NYSE ~~Guide~~MKT”). ~~Section~~that, ~~1003(a)(i)~~due ofto the ~~Company~~“abnormally ~~Guide~~low ~~requires~~trading aprice” ~~company that has had losses from continuing operations in two~~ of its ~~three~~common ~~most~~stock, ~~recent~~the ~~fiscal~~staff ~~years to have at least $2.0 million~~ of ~~stockholders’~~NYSE ~~equity.~~MKT ~~Section~~Regulation ~~1003(a)(ii)~~has ofdetermined that the Company ~~Guide~~is ~~requires~~no alonger ~~company~~suitable ~~that~~for ~~has~~listing ~~had~~pursuant ~~losses~~to ~~from~~Section ~~continuing~~1003 ~~operations in three~~ of ~~its~~the ~~four~~NYSE ~~most~~MKT ~~recent~~Company ~~fiscal years to have at least $4~~Guide.0 ~~million~~Trading ofin ~~stockholders’ equity. As of December 31, 2016,~~ the Company ~~had a stockholders~~’s ~~deficit~~common ofstock ~~$2.7~~on ~~million.~~the ~~The~~NYSE ~~Company~~MKT ishas ~~required~~been tosuspended ~~submit~~and ~~a plan to~~ the NYSE MKT ~~by March 22, 2017 advising of actions it~~ has ~~taken~~determined ~~or intends~~ to ~~take~~commence toproceedings ~~regain compliance with the continued listing standards by August 20, 2018. If the Company fails~~ to ~~submit~~delist ~~a plan, or if~~ the Company’s ~~plan~~common ~~is not accepted or if the Company fails to regain compliance by the deadline, the NYSE MKT may commence delisting procedures~~stock. The ~~notice received from the~~ NYSE MKT onwill ~~February~~apply ~~20, 2017 is in addition~~ to the ~~previously-reported~~Securities ~~notice~~and ~~received~~Exchange byCommission ~~the Company on January 20, 2017 indicating that due~~ to delist the Company’s ~~securities’~~common ~~low~~stock ~~selling~~upon ~~price~~completion ~~per~~of ~~share~~all ~~for~~applicable aprocedures, ~~substantial~~including ~~period~~any ofappeal ~~time,~~by the Company’s ~~continued~~of ~~listing on~~ the NYSE MKT isRegulation ~~predicated~~staff’s ~~on the Company effecting a reverse stock split of its Common Stock or otherwise demonstrating sustained price improvement~~decision.

~~The~~Effective ~~Company’s~~March ~~common~~23, ~~stock~~2017, ~~will~~the ~~continue~~common tostock beof ~~listed on~~ the ~~NYSE~~Company ~~MKT~~will ~~while~~commence ittrading ~~attempts~~on ~~to regain compliance with~~ the ~~listing~~OTC ~~standards~~Pink ~~noted,~~marketplace ~~subject~~under to the ~~Company’s~~symbol ~~compliance~~“MCZAF.” ~~with~~The ~~other~~Company ~~continued~~can ~~listing~~provide ~~requirements.~~no ~~The~~assurance ~~Company’s~~that its common stock will continue to trade ~~under~~on ~~the~~this ~~symbol “MCZ~~market,” ~~but~~whether broker-dealers will continue to beprovide ~~included~~public inquotes ~~the list~~ of ~~noncompliant issuers and an indicator will continue to be disseminated with~~ the Company’s ~~symbol~~common tostock ~~indicate~~on ~~that~~this ~~the~~market, ~~Company~~whether isthe ~~not~~trading involume ~~compliance~~of ~~with~~ the ~~NYSE MKT~~Company’s ~~listing~~common ~~standards.~~stock ~~The~~will ~~NYSE~~be ~~MKT~~sufficient ~~notification~~to ~~does~~provide ~~not~~for ~~affect~~an ~~the~~efficient ~~Company’s~~trading ~~business~~market ~~operations~~ or ~~its~~whether ~~SEC~~quotes ~~reporting~~for ~~requirements~~the ~~and~~Company’s ~~does~~common ~~not~~stock ~~conflict~~may ~~with~~be orblocked ~~cause~~by anOTC ~~event~~Markets ofGroup ~~default~~in ~~under any of~~ the ~~Company’s material agreements~~future.

Item 7.01

Regulation FD Disclosure

On March 23, 2017, the Company issued a press release announcing the NYSE MKT’s suspension of trading and commencement of delisting procedures, as described in Item 3.01. A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01.	Financial Statements and Exhibits

(d)

Exhibits.

~~10.1~~ 99.1 ~~Forbearance Agreement and Amendment Loan and Security Agreement, dated February 21, 2017.~~ Press Release, dated ~~February~~March 23, 2017. 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: February 23, 2017	MAD CATZ INTERACTIVE, INC.
Date: March 23, 2017	MAD CATZ INTERACTIVE, INC.
	By:	/s/ DAVID MCKEON	~~/s/ DAVID MCKEON~~
	Name: David McKeon
	Its: Chief Financial Officer

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