Material Agreement

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): June 20, 2013 Mandalay Digital Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-10039 22-2267658 (State or Other Jurisdiction of Incorporation) Commission File Number (IRS Employer Identification No.) 2811 Cahuenga Blvd West Los Angeles, CA 90068 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (323) 472-5461 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)) Explanatory Note On June 26, 2013, Mandalay Digital Group, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original Form 8-K”). The purpose of this Amendment No. 1 on Form 8-K/A is to correct a clerical error with regard to the parties that comprise the Noteholders of the Senior Secured Notes in the Original Form 8-K. Except for these corrections, this Form 8-K/A does not update, modify or amend any disclosure set forth in the Original Form 8-K. Item 1.01 Entry into a Material Definitive Agreement. On June 21, 2010, Mandalay Digital Group, Inc. (the “ Company ”) sold and issued US$2.5 million of Senior Secured Convertible Notes due June 21, 2013 of the Company (the “ Senior Secured Notes ”) to Trinad Capital Master Fund, Ltd. (“ Trinad ”) and the Guber Family Trust (the “ Guber Trust ” and, together with Trinad, the “ Noteholders ”). On June 20, 2013, the Noteholders agreed to amend the Senior Secured Notes to extend the June 21, 2013 Maturity Date of the notes. The Maturity Date was extended on an interim basis and then to July 9, 2013, the current Maturity Date, and the parties are discussing an additional extension or other satisfactory arrangement for the Senior Secured Notes. Trinad is one of our principal stockholders and Robert Ellin, one of our directors, is Managing Director of Trinad. The Guber Trust is one of our principal stockholders, and Peter Guber, the Company’s Chairman, serves as Trustee of the Guber Trust. 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 thereunto duly authorized. Mandalay Digital Group, Inc. Dated: July 12, 2013 By: /s/ Peter Adderton Peter Adderton Chief Executive Officer