0001078782-15-001213.txt : 20150806 0001078782-15-001213.hdr.sgml : 20150806 20150805173118 ACCESSION NUMBER: 0001078782-15-001213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150730 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150806 DATE AS OF CHANGE: 20150805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RVUE HOLDINGS, INC. CENTRAL INDEX KEY: 0001455206 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 943461079 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54348 FILM NUMBER: 151030147 BUSINESS ADDRESS: STREET 1: 275 NORTH YORK STREET CITY: ELMHURST STATE: IL ZIP: 60126 BUSINESS PHONE: 312-361-3368 MAIL ADDRESS: STREET 1: 275 NORTH YORK STREET CITY: ELMHURST STATE: IL ZIP: 60126 FORMER COMPANY: FORMER CONFORMED NAME: rVue Holdings, Inc. DATE OF NAME CHANGE: 20100426 FORMER COMPANY: FORMER CONFORMED NAME: Rivulet International, Inc. DATE OF NAME CHANGE: 20090202 8-K 1 f8k080415_8k.htm FORM 8-K CURRENT REPORT Form 8-K Current Report


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): July 30, 2015

______________


RVUE HOLDINGS INC.

(Exact name of Registrant as Specified in its Charter)

______________


 

Nevada

 

000-54348

 

94-3461079

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)


 

275 North York Street

 

Elmhurst, Illinois

60126

(Address of Principal Executive Offices)

(Zip Code)


(312) 361-3368

Registrant’s telephone number, including area code


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:

 

     .

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))

 





Item 1.01

Entry Into a Material Definitive Agreement

 

rVue Holdings, Inc. (the “Company”) has implemented a strategic financing strategy that includes the raising of short-term cash.  Management's goal is to provide for the Company’s short-term liquidity needs and to finance its operations pending raising additional capital from other sources.  There can be no assurance that such capital will be available on favorable terms, in the time required, or at all.


Carebourn Convertible Note Financing


On July 30, 2015 (the “Closing Date”), the Company entered into a Securities Purchase Agreement dated July 30, 2015 (the “Carebourn SPA”) with Carebourn Capital, L.P. (“Carebourn”).  Pursuant to the Carebourn SPA, the Company issued to Carebourn a convertible promissory note (the “Carebourn Note”) in the principal amount of $115,000.  


The Carebourn Note has a term of 9 months and an interest rate of 10% per annum.   The net proceeds to the Company from the Carebourn Note were $100,000, consisting of gross proceeds of $115,000, less $10,000 in original issue discount (OID) and $5,000 in expense reimbursements.  The entire principal balance of the Carebourn Note, together with all accrued interest, is due and payable on April 30, 2016.


Beginning on the date that is ninety (90) days after the Closing Date, so long as any amount is outstanding under the Carebourn Note, Carebourn may convert all or any portion of the balance of the Carebourn Note into shares of the Company’s common stock (“Common Stock”).  Generally, the conversion price will be calculated by applying a discount of 40% to the average of the three (3) lowest [closing bid prices] for the Common Stock during the twenty (20) trading days immediately preceding the applicable conversion.  Carebourn is generally prohibited from acquiring more than 4.99% of the Company’s outstanding shares pursuant to the Carebourn Note.


The Company may prepay the Carebourn Note in full by paying all principal, interest and any other amounts owing multiplied by (i) 125% if prepaid during the period commencing on the Closing Date through 30 days thereafter, (ii) 130% if prepaid between 31 days and 60 days following the Closing Date, (iii) 135% if prepaid between 61 days and 90 days following the Closing Date, (iv) 140% if prepaid between 91 days and 120 days following the Closing Date, (v) 145% if prepaid between 121 days and 150 days following the Closing Date, and (vi) 150% if prepaid between 151 days and 180 days following the Closing Date. After the expiration of 180 days following the Closing Date, the Company has no right of prepayment.

 

In the event that the Carebourn Note is not repaid in cash in its entirety, Company shareholders will suffer dilution if and to the extent that the balance of the Carebourn Note is converted into Common Stock.


The foregoing descriptions of the Carebourn Note and related documents are qualified in their entirety by the text of such documents, copies of which will be attached as exhibits to the Company’s next Quarterly Report on Form 10-Q.  

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.


Item 3.02

Unregistered Sale of Equity Securities


The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.  The Carebourn Note was issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder, as the securities were issued to an accredited investor, without a view to distribution, and were not issued through any general solicitation or advertisement.




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Signature


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.


 

 

 

 

 

RVUE HOLDINGS, INC.

 

 

 

 

By:

 

   /s/ Mark Pacchini

 

 

 

Mark Pacchini

Chief Executive Officer

 

 

 

 

Date:  August 5, 2015




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