424B3
Filed Pursuant to Rule 424(b)(3)
File Number 333-146629
File Number 333-140636
PROSPECTUS SUPPLEMENT NO. 3
Prospectus Supplement No. 3 dated June 17, 2008
to Prospectus dated May 8, 2008
(Registration No. 333-146629 and Registration No. 333-140636)
INTERNATIONAL FIGHT LEAGUE, INC.
This Prospectus Supplement No. 3 dated June 17, 2008 (this “prospectus supplement”)
supplements our prospectus dated May 8, 2008 (the “prospectus”). The prospectus covers 58,682,180
shares of our common stock that may be offered for resale by the selling stockholders named in the
prospectus and the persons to whom such selling stockholders may transfer their shares. No
securities are being offered or sold by us pursuant to the prospectus. We will not receive any of
the proceeds from the sale of these shares by the selling stockholders.
This prospectus supplement includes our attached Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 2008.
You should read this prospectus supplement in conjunction with the prospectus and prospectus
supplement nos. 1 and 2. This prospectus supplement is not complete without, and may not be
utilized except in connection with, the prospectus, including any amendments or additional
supplements to the prospectus.
Our common stock is listed on the OTC Bulletin Board under the symbol “IFLI.” The last reported
sales price per share of our common stock, as reported by the OTC Bulletin Board on June 16, 2008
was $0.02.
Investing in our common stock involves a high degree of risk.
Before purchasing shares of our common stock, you should carefully consider the risk factors
beginning on page 8 of the prospectus, as these risk factors may be updated in prospectus
supplements.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 17, 2008.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 10, 2008
International Fight League, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-21134
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04-2893483 |
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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| 424 West 33rd Street, Suite 650,
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| New York, New York
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10001 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 212.356.4000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
On June 10, 2006, International Fight League, Inc. issued the press release attached to this report
and incorporated herein by reference announcing the cancellation of its August 15, 2008 event.
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| Item 9.01 |
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Financial Statements and Exhibits. |
Exhibit 99 Press release issued by International Fight League on June 10, 2008.
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 hereunto duly authorized.
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International Fight League, Inc. |
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June 10, 2008
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By:
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Michael C. Keefe |
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Name: Michael C. Keefe |
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Title: Executive Vice President, General Counsel and Acting |
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Chief Financial Officer |
Exhibit Index
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Description |
99
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Press release issued by Registrant on June 10, 2008 |
FOR IMMEDIATE RELEASE
Contact: Joe Favorito, 212-356-4003, jf@ifl.tv
INTERNATIONAL FIGHT LEAGUE DECIDES AGAINST AUGUST 15 EVENT IN NEW JERSEY
Organization Working On Financial Situation
NEW YORK June 10, 2008: The International Fight League (OTC.BB: IFLI ) today announced that it has
canceled its scheduled August 15 event at the Izod Center in East Rutherford, New Jersey in light
of the company’s current financial condition. IFL continues to explore options for maximizing
shareholder value. However, if the IFL is unable to successfully leverage any of those options,
the company may seek protection from its creditors through a court proceeding.
The IFL is working with other top MMA organizations to keep its top fighters active in the sport
and showcase their talent, while it pursues options that may enable it to continue its MMA
operations. Several IFL athletes will compete on the Adrenaline MMA card in Chicago, Illinois on
June 14, and announcements with other promoters working with IFL athletes are expected in the near
future. The IFL will also continue to downsize its staff to reduce costs.
International Fight League™ (IFL) has its headquarters in New York. For more information about IFL,
please see: www.ifl.tv.
Forward-Looking Statements: This release contains forward-looking statements pursuant
to the safe harbor provisions of the Securities Litigation Reform Act of 1995, which are subject to
various risks and IFL’s management’s expectations, hopes, beliefs, intentions or strategies
regarding the future financial condition, and results of operations. There can be no assurance that
future developments actually affecting IFL will be those anticipated. In addition, these statements
are subject to numerous risk and uncertainties could cause actual results to differ (favorably or
unfavorably) from the expectations stated in this release. Should one or more of these risks or
uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements . A
list and description of risks, uncertainties, and other factors can be found in IFL’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2007, and in its reports on Forms 10-Q and 8-K.
IFL undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required under applicable
securities laws. This press release may include the opinions of IFL and does not necessarily
include the views of any other person or entity.
The names of all International Fight League, Inc. televised and live programming, teams, images,
and logos are trademarks, which are the exclusive property of International Fight League, Inc. All
other trademarks and tradenames mentioned in this release are the property of their respective
owners, and are not affiliated with IFL in any way.
— IFL —