Item 1.01. Entry into a Material Definitive Agreement

See Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities

On August 29, 2007, Majesco Entertainment Company (the “Company”) entered into a Securities Purchase and Registration Rights Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”). On September 5, 2007, under the Purchase Agreement, the Company sold to Investors 3,966,668 units (the “Units”), with each unit consisting of one share of common stock (the “Common Shares”) and a warrant to purchase 0.40 share of common stock (the “Warrants”), for an aggregate of 3,966,668 shares of common stock and warrants to purchase an aggregate of up to 1,586,668 shares of common stock. The Units were sold for a per Unit price of $1.50, and an aggregate purchase price of $5,950,000 (the “Offering”). The Warrants issued by the Company as part of the Units entitle the Investors to purchase shares of common stock at an exercise price of $2.04 per share (the “Warrant Shares”). In connection with the Offering, the Company issued to its placement agent, MDB Capital Group, LLC, 277,667 shares of common stock (the "Placement Agent Shares") and warrants to purchase up to 111,067 shares of common stock at an exercise price of $2.04 per share (the “Placement Agent Warrant Shares”). The Company expects to use the proceeds of the Offering for working capital. A copy of the Purchase Agreement and the Warrant are furnished as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

The Company is obligated under the Purchase Agreement to prepare and file with the Commission, within 45 days of the closing of the Offering, a registration statement covering the resale of the Common Shares, the Warrant Shares, the Placement Agent Shares and the Placement Agent Warrant Shares. The Company is obligated to cause the registration statement to become effective within 120 days of the closing of the Offering. The registration statement will provide for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. The Company must also use its reasonable best efforts to keep the registration statement continuously effective under the Securities Act until the earlier of the date that all Common Shares, Warrant Shares, Placement Agent Shares and Placement Agent Warrant Shares issued or issuable under the Purchase Agreement have been sold or can be sold publicly under Rule 144(k), or two years after the registration statement becomes effective. The Company is obligated to pay the costs and expenses of such registration.

The offer and sale of the Units, the common stock and the warrants was made in reliance upon exemptions from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the Commission under the Securities Act.

ITEM 7.01 Regulation FD Disclosure

The Company issued a Press Release today announcing the Offering. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information included in this Item 7.01, including Exhibit 99.1 furnished herewith, shall be deemed not to be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits