UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):     May 23, 2017
 
EVINE Live Inc.
(Exact name of registrant as specified in its charter)
 
Minnesota	001-37495	41-1673770	
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	
 
6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
 
(952) 943-6000
(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:
 
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
o	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 o
 
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 standard provided pursuant to Section 13(a) of the Exchange Act. o

 
 
This current report on Form 8-K/A (this “Amendment”) amends the current report on Form 8-K dated May 23, 2017, filed by EVINE Live Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Original Report”). The Original Report disclosed that the Company had entered into a registered direct offering with certain investors. The purpose of this Amendment is to reflect a one million dollar increase to the size of the offering subsequent to the filing of the Original Report. No other changes are hereby made to the Original Report.
 
	Item 1.01.	Entry into a Material Definitive Agreement.	
 
On May 23, 2017, the Company entered into Common Stock Purchase Agreements (the “Purchase Agreements”) with certain investors, providing for the issuance and sale by the Company of 4,008,273 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), in a registered direct offering (the “Offering”). On May 25, 2017, the Company increased the number of Shares to be sold in the Offering by 892,857 Shares, for a total Offering size of 4,901,130 Shares.
 
The Shares were offered at a price of $1.12 per Share, except for Shares sold to certain officers and directors, who will pay $1.15 per Share. The Company will receive gross proceeds from the Offering of approximately $5.5 million. The Company has not engaged an underwriter or placement agent in connection with the Offering and therefore is not paying any underwriting discounts or commissions. The Company intends to use the net proceeds from the Offering to fund general corporate purposes, including working capital.
 
The closing of the Offering is expected to occur on May 30, 2017, subject to the satisfaction of customary closing conditions contained in the Purchase Agreements. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-203209), filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2015. The Shares may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The legal opinion, including the related consent, of Gray, Plant, Mooty, Mooty & Bennett, P.A. relating to the legality of the issuance and sale of the Shares is filed hereto as Exhibit 5.1.
 
The foregoing is only a summary of the material terms of the Purchase Agreements and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing description is qualified in its entirety by reference to the form of Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report, and incorporated herein by reference.
 
	Item 8.01.	Other Events.	
 
On May 24, 2017, the Company issued a press release in connection with the Offering. A copy of the press release is attached as Exhibit 99.1.
 
	Item 9.01.	Financial Statements and Exhibits.	
 
	(d)	Exhibits.	
 
Exhibit Number	 	Description	
 	 	 	
5.1*	 	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.	
 	 	 	
10.1*	 	Form of Common Stock Purchase Agreement, dated May 22, 2017	
 	 	 	
23.1*	 	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1)	
 	 	 	
99.1*	 	Press Release, dated May 23, 2017	
 
	*	Incorporated by reference to the current report on Form 8-K filed on May 24, 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 hereto duly authorized.
 
Date:  May 25, 2017	EVINE LIVE INC.	 	

 	By:	/s/ Andrea M. Fike	 	
 	 	Andrea M. Fike,
General Counsel