Item
8.01. Other Events
The
undersigned stockholders of XFit Brands, Inc. (the “Company”) are voluntarily disclosing their current holdings of
the Company’s common stock (“Common Stock”) and the consideration paid by them for such shares as well as a
description of any and all equity interests previously held by them in any affiliate and/or predecessor entity of the Company
and the amount and nature of consideration paid by them for such equity interests.
Linda
M. Hirsch, Trustee of the Hirsch Family Trust U/A/D October 21, 2005 (“Hirsch Family Trust”)—1,220,415 shares of Common
Stock
Effective
June 25, 2009, Kevin Hirsch, currently a Director of Xfit Brands, Inc., acquired on behalf of the Hirsch Family Trust, 6,604 shares
and 7,802 shares of common stock in Throwdown Industries, Inc. (“Throwdown”) in two transactions pursuant to a letter
of agreement concerning the acquisition by Anytime Anyplace LLC of Throwdown. Mr. Hirsch paid approximately $205,000 for these
shares.
On
September 14, 2009 Mr. Hirsch acquired 590 shares of Throwdown for the Hirsh Family Trust for $5,000 from two Throwdown shareholders
who acquired their shares in the Anytime Anyplace transaction.
Pursuant
to a Stock Purchase Agreement, on December 8, 2009, Mr. Hirsch acquired 3,998 shares for the Hirsh Family Trust for $33,334 from
a Throwdown shareholder who acquired his shares in the Anytime Anyplace Transaction.
On
March 23, 2011 Mr. Hirsch acquired 2,868 shares for the Hirsch Family Trust from the conversion of a $50,000 Convertible Promissory
Note that at the time of conversion bore interest of $9,776.03. Mr. Hirsch paid $50,000 for this Note on September 24, 2009. The
conversion price was $20.84 for the $59,776.03 of principal and accrued interest.
On
January 26, 2012, pursuant to a Contribution and Exchange Agreement, each shareholder of Throwdown Industries, Inc. exchanged
its common shares for TD Legacy, LLC membership interests (the “Interests”) on a one for one basis. The Hirsch Family
Trust received 21,862 Interests in exchange for its Throwdown shares.
On
October 27, 2014, the Hirsch Family Trust gifted 6,750 Interests each to The Deposit Revocable Trust and the Doak Revocable Trust
(13,500 Interests in the aggregate). After these transfers, the Hirsch Family Trust held 8,425 Interests.
On
February 13, 2015, TD Legacy, LLC made a liquidating distribution of the 4 million shares of Common Stock (the “XFIT Shares”)
held by it following the February 9, 2015 effectiveness of the Registration Statement on Form S-1 filed by the Company for purposes
of effectuating the distribution. Pursuant to this liquidating distribution, each TD Legacy member received its pro rata portion
of the XFIT Shares which, based on 138,068 TD Legacy units outstanding on the record date for the distribution, approximated 28.97123
shares of Common Stock for each one (1) Interest by each TD Legacy member. Accordingly, the Hirsch Family Trust received 244,083
shares of Common Stock in the liquidating distribution in respect of its 8,425 Interests.
On
April 15, 2016, the Company effectuated a 1 for 5 forward split of its outstanding Common Stock which resulted in the Hirsch Family
Trust beneficially owning 1,220,415 shares of Common Stock following effectiveness of such forward split, which is consistent
with the shares represented on the Company’s certified stockholder list.
McFetters
Investments, LLC (“McFetters”)—781,935 shares of Common Stock
On
June 25, 2009, McFetters is part of a company acquired by the current management group. McFetters
received 2,857 TD Legacy, LLC membership interests (“Interests”) as well as a bridge note.
On
April 9, 2010 McFetters entered into a Warrant Agreement with the right to purchase 4,623 Interests at $32.45 cents per share.
On
January 26, 2012 McFetters exercised its April 2010 Warrant on a cashless basis for which it received a net issuance of 2,541
Interests. The calculation for this cashless exercise was based upon the difference between the value of the Interests on the
date of exercise and the Warrant strike price on the date of the Warrant Agreement. Following this cashless exercise McFetters
owned 5,398 Interests.
On
February 13, 2015, TD Legacy, LLC made a liquidating distribution of the 4 million shares of Common Stock (the “XFIT Shares”)
held by it following the February 9, 2015 effectiveness of the Registration Statement on Form S-1 filed by XFit Brands, Inc. for
purposes of effectuating the distribution. Pursuant to this liquidating distribution, each TD Legacy member received its pro rata
portion of the XFIT Shares which, based on 138,068 TD Legacy units outstanding on the record date for the distribution, approximated
28.97123 shares of Common Stock for each one (1) Interest by each TD Legacy member. Accordingly, McFetters received 156,387 shares
of Common Stock in the liquidating distribution in respect of its 5,398 Interests.
On
April 15
th
2016, the Company effectuated a 1 for 5 forward split of its outstanding Common Stock which resulted in
McFetters beneficially owning 781,935 shares of Common Stock following effectiveness of such forward split, which is consistent
with the shares represented on the Company’s certified stockholder list.
