SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): December 13, 2012
(Exact Name of Registrant as Specified
(State or Other Jurisdiction
||Commission File Number
4751 Wilshire Boulevard, Third Floor
Los Angeles, CA
|(Address of Principal Executive Offices)
Registrant's telephone number, including
area code: (310) 601-2500
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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.
On December 13, 2012, Loton, Corp. (the “Company”)
entered into a Stock Purchase Agreement, (the “Purchase Agreement”), dated as of December 13, 2012, with an accredited
investor, pursuant to which the Company agreed to issue an aggregate of 200,000 shares of its common stock for an aggregate purchase
price of $200,000.
The transaction closed on December 13, 2012.
The securities were issued pursuant to the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.
The description of terms and conditions of the Purchase Agreement
set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, the
form of which shall be attached as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended January
31, 2013 and, when filed, shall be incorporated into this Item 1.01 by reference.
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 thereunto duly authorized.
|Dated: December 19, 2012
||/s/ Robert S. Ellin|
||Robert S. Ellin|
Chief Executive Officer