UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Quarterly Period Ended June 30, 2015

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

For the Transition Period from  to

Commission File No. 001-14944







MAD CATZ INTERACTIVE, INC.

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Canada                                                         |  | Not Applicable                      
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)



|                                                     |  |           
|---------------------------------------------------- |  | ----------
|10680 Treena Street, Suite 500
San Diego, California |  | 92131     
|(Address of principal executive offices)             |  | (Zip Code)

(858) 790-5008

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    YES  x    NO   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

There were 73,469,571 shares of the registrants common stock issued and outstanding as of July 30, 2015.









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EXPLANATORY NOTE

Mad Catz Interactive, Inc. (the Company) is filing this Amendment No. 1 (the Amendment) to its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2015 filed with the Securities and Exchange Commission on August 13, 2015 (the Form 10-Q) in response to comments received by the Company from the Securities and Exchange Commission regarding the
Companys request for confidential treatment of certain portions of the Loan and Security Agreement dated as of June 30, 2015 among the Company, Mad Catz, Inc., 1328158 Ontario Inc. and New Star Business Credit, LLC (the Loan
Agreement) filed as Exhibit 10.1 to the Form 10-Q. The Company is filing this Amendment for the sole purpose of disclosing language previously redacted from the Loan Agreement filed with the Form 10-Q.

This Amendment contains only the Cover Page to Form 10-Q, this Explanatory Note, the signature page to Form 10-Q, Index to Exhibits included in this
Amendment, Exhibit 10.1, as amended, and Exhibits 31.1 and 31.2. This Amendment does not change the previously reported financial statements or, except as expressly described in the prior paragraph, any of the other disclosure contained in the Form
10-Q. This Amendment speaks as of the original filing date of the Form 10-Q and does not reflect any events that occurred at a date subsequent to the filing of the Form 10-Q or modify or update those disclosures therein in any way. Accordingly, this
Amendment should be read in conjunction with the Companys filings made with the SEC subsequent to the filing of the Form 10-Q.

In addition, as
required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits hereto.



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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.



|                  |  |  |  |                                      
|----------------- |  |  |  | -------------------------------------
|                  |  |  |  | MAD CATZ INTERACTIVE, INC.           
|                  |  | 
|December 31, 2015 |  |  |  | /s/ Darren Richardson                
|                  |  |  |  | Darren Richardson                    
|                  |  |  |  | President and Chief Executive Officer
|                  |  | 
|December 31, 2015 |  |  |  | /s/ Karen McGinnis                   
|                  |  |  |  | Karen McGinnis                       
|                  |  |  |  | Chief Financial Officer              



2



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Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                              
|10.1        |  | Loan and Security Agreement dated June 30, 2015, by Mad Catz, Inc., Mad Catz Interactive, Inc., and 1328158 Ontario Inc. in favor of NewStar Business Credit, LLC. Portions of this exhibit (indicated by asterisks) have been
omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
|            | 
|31.1        |  | Certification of Registrants Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                          
|            | 
|31.2        |  | Certification of Registrants Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002