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): March 31, 2016
_____________________________
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.) |
17W220 22nd Street, Suite 200 |
|
Oakbrook Terrace, Illinois | 60181 |
(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
On March 31, 2016, rVue Holdings, Inc. (the “Company”) retired both of its outstanding convertible note financings as further described below.
Carebourn Letter Agreement
On March 31, 2016, the Company entered into a letter agreement (the “Carebourn Letter Agreement”) with Carebourn Capital, L.P., a Delaware limited partnership (“Carebourn”) to retire its outstanding convertible note financing with Carebourn. Pursuant to the terms of the Carebourn Letter Agreement, the Company (a) paid Eighty-Two Thousand Three Hundred Fifty-Five Dollars and Seventy-One Cents ($82,355.71) (the “Cash Payment”), and (b) issued eight million (8,000,000) shares of its common stock, $0.001 par value per share (the “Share Payment” and together with the Cash Payment, the “Carebourn Payoff Amount”), to Carebourn in full satisfaction of, and to terminate, all obligations under (i) the Securities Purchase Agreement, dated July 30, 2015, by and between the Company and Carebourn (the “Carebourn SPA”), and (ii) the Convertible Promissory Note, issued July 30, 2015, by the Company in favor of Carebourn, in the principal amount of One Hundred Fifteen Thousand Dollars ($115,000) (the “Carebourn Convertible Note” and together with the Carebourn SPA, the “Carebourn Agreements”). As additional consideration for each of the Company and Carebourn to enter the Carebourn Letter Agreement, the parties executed a mutual release of claims.
It is the Company’s understanding that Carebourn does not currently intend to sell the shares of the Company’s common stock received as the Share Payment in the near term, although Carebourn is not contractually bound in this regard.
A description of the Carebourn Agreements is included in Item 1.01 of the Company’s Current Report on Form 8-K filed on August 6, 2015, which description is incorporated into this Item 1.01 by reference.
Typenex Letter Agreement
On March 31, 2016, the Company entered into a letter agreement (the “Typenex Letter Agreement”) with Typenex Co-Investment, LLC, a Utah limited liability company (“Typenex”) to retire its outstanding convertible note financing with Typenex. Pursuant to the terms of the Typenex Letter Agreement, the Company paid Fifty Thousand Dollars ($50,000) (the “Typenex Payoff Amount”) to Typenex in exchange for the termination of, and satisfaction of all obligations under (a) the Securities Purchase Agreement, dated July 7, 2015, by and between the Company and Typenex (the “Typenex SPA”), (b) the Secured Convertible Promissory Note, issued July 7, 2015, by the Company in favor of Typenex, in the principal amount of Two Hundred Fifty-Two Thousand Five Hundred Dollars ($252,500) (the “Typenex Convertible Note”), and (c) the Investor Notes (as defined in the Typenex SPA, and together with the Typenex SPA and the Typenex Convertible Note, the “Typenex Agreements”). As additional consideration for each of the Company and Typenex to enter the Typenex Letter Agreement, each of the parties entered into a mutual release of claims.
A description of the Typenex Agreements is included in Item 1.01 of the Company’s Current Report on Form 8-K filed on July 14, 2015, which description is incorporated into this Item 1.01 by reference.
General
Following the payment of the Carebourn Payoff Amount and the Typenex Payoff Amount by the Company, all principal, interest, fees, expenses, all other amounts outstanding or payable, and all obligations to issue shares of the Company’s common stock, under and/or in connection with, its convertible note financings, have been fully paid, satisfied and discharged, and the Carebourn Agreements and the Typenex Agreements were terminated.
The foregoing descriptions of the Carebourn Letter Agreement and the Typenex Letter Agreement are qualified in their entirety by the text of such agreements, which are attached to this Current Report as Exhibits 4.1 and 4.2, respectively.
Item 1.02
Termination of a Material Definitive Agreement
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
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Item 7.01
Regulation FD Disclosure
On April 4, 2016, the Company issued a press release announcing the retirement of its convertible note financings. A copy of the press release is attached to this report as Exhibit 99.1. The information contained herein, or incorporated into, this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statements
This report contains "forward looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not purely historical are forward-looking statements. Forward-looking statements give the Company's current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company's control, and could cause the Company's results to differ materially from those described. The Company is providing this information as of the date of this report and does not undertake any obligation to update any forward looking statements contained in this report as new information, future events or otherwise. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends affecting the financial condition of its business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company's Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission.
Item 9.01
Financial Statements and Exhibits
Exhibit No. |
| Description of Exhibit |
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4.1* |
| Letter Agreement by and between the Company and Carebourn Capital, L.P., dated March 31, 2016 |
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4.2* |
| Letter Agreement by and between the Company and Typenex Co-Investment, LLC, dated March 30, 2016 |
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| Press Release dated April 4, 2016 |
______________________
*
Filed herewith.
**
Furnished herewith.
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.
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| RVUE HOLDINGS, INC. | ||
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| By: |
| /s/ Mark Pacchini |
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| Mark Pacchini Chief Executive Officer |
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Date: April 4, 2016
-3-
Index to Exhibits
Exhibit No. |
| Description of Exhibit |
|
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|
4.1* |
| Letter Agreement by and between the Company and Carebourn Capital, L.P., dated March 31, 2016 |
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4.2* |
| Letter Agreement by and between the Company and Typenex Co-Investment, LLC, dated March 30, 2016 |
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99.1** |
| Press Release dated April 4, 2016 |
______________________
*
Filed herewith.
**
Furnished herewith.
rVue Holdings, Inc.
17W220 22nd Street, Suite 200
Oakbrook Terrace, Illinois 60181
March 31, 2016
Carebourn Capital, L.P.
8700 Black Oats Lane N.
Maple Grove, Minnesota 55311
Attn: Chip Rice, Managing Member
Re:
Termination of Securities Purchase Agreement and Convertible Promissory Note
Dear Chip:
Please refer to (i) the Securities Purchase Agreement (the “SPA”), dated July 30, 2015, by and between rVue Holdings Inc., a Nevada corporation (“rVue”), and Carebourn Capital, L.P., a Delaware limited partnership (“Carebourn”), and (ii) the Convertible Promissory Note (the “Note” and together with the SPA, the “Carebourn Documents”), issued July 30, 2015, by rVue in favor of Carebourn, in the principal amount of One Hundred Fifteen Thousand Dollars ($115,000).
In consideration for the payment of (i) Eighty-Two Thousand Three Hundred Fifty-Five Dollars and Seventy-One Cents ($82,355.71) (the “Cash Payment”), and (ii) eight million (8,000,000) restricted shares of common stock, $0.001 par value per share (“Shares”), of rVue (the “Share Payment” and together with the Cash Payment, the “Payoff Amount”), all of rVue’s obligations arising out of or related to the Carebourn Documents will be deemed paid and satisfied in full, including without limitation all principal, interest, fees, expenses, and other amounts outstanding or payable under and/or in connection therewith, whether now or in the future (collectively, the “Obligations”). Upon payment to Carebourn of the Payoff Amount, all of the Obligations shall be fully paid, satisfied and discharged, and the Carebourn Documents shall automatically and indefeasibly terminate and neither party thereto shall have any other or further obligations, liabilities or indebtedness whatsoever to the other party thereto arising out of or related to the Carebourn Documents.
As additional consideration for rVue’s agreement to execute this letter agreement (the “Letter Agreement”), Carebourn hereby forever and fully releases, acquits, waives, relinquishes, discharges and exonerates rVue and its past, present and future direct and indirect subsidiaries, parents and affiliates, and each of their respective officers, directors, shareholders, employees, agents and professionals (collectively, the “rVue Releasees”) from any and all claims, losses, damages, exemplary damages, injuries to both person and property, contracts, covenants, warranties, debts, liabilities, costs, expenses, sums of money, controversies, accounts, suits, actions, causes of action of every name, kind and nature whatsoever, and damage of any character whatsoever, known or unknown, foreseen and unforeseen, which it has or may have had against rVue, or may hereafter acquire or accrue, in law or in equity, which directly or indirectly, in whole or in part, have resulted from or may in the future arise from or related to the Carebourn Documents (each a “Claim” and, together, the “Claims”), provided that, (i) nothing set forth herein shall release the rVue Releasees from any claims arising pursuant to this Letter Agreement, and (ii) in the event that any rVue Releasee asserts a Claim against Carebourn or any Carebourn Releasee (as defined below) on account of a Claim released by Carebourn hereunder, this release shall cease to be effective as to such rVue Releasee but only as to the Claim so asserted.
As additional consideration for Carebourn’s agreement to execute this Letter Agreement, rVue hereby forever and fully releases, acquits, waives, relinquishes, discharges and exonerates Carebourn and each of its past, present and future direct and indirect subsidiaries, parents and affiliates, and each of their respective partners, officers, directors, employees, agents and professionals (collectively, the “Carebourn Releasees”) from any and all Claims, provided that, (i) nothing set forth herein shall release the Carebourn Releasees from any claims arising out of this Letter Agreement, and (ii) notwithstanding the foregoing, in the event that any Carebourn Releasee asserts a claim against rVue or any rVue Releasee on account of a Claim released by rVue hereunder, this release shall cease to be effective as to such Carebourn Releasee but only as to the Claim so asserted.
Carebourn represents and warrants that: (i) it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, (ii) it has had ample opportunity to ask such questions and receive answers concerning rVue, and to request and receive all financial, business and general information relating to rVue, as it deems necessary to make an independent determination to accept the Share Payment, and (iii) it is an investor in small-cap and micro-cap companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Shares, and (iv) it is not relying upon any information, other than the results of independent investigation by Carebourn. Carebourn understands that the Share Payment is expressly conditioned upon the satisfaction of specific exemptions from the registration requirements of Federal and state securities laws, and that rVue and its counsel are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Carebourn set forth herein in order to determine the applicability of such exemptions to accept the Share Payment.
Carebourn acknowledges that the Share Payment constitutes “restricted securities” under the federal securities laws inasmuch the Share Payment is being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such shares may be resold without registration under the Securities Act only in certain limited circumstances. Carebourn is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Carebourn understands that the Shares have not been and will not be registered under the Securities Act and have not been and will not be registered or qualified in any state in which they are offered, and thus Carebourn will not be able to resell or otherwise transfer the shares unless such shares are registered under the Securities Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available.
Carebourn understands that the certificates evidencing the Shares may bear one or all of the following legends:
(a)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.”
(b)
Any legend required by applicable securities laws.
The terms and conditions set forth in Section 8 (Governing Law; Miscellaneous) of the SPA are hereby incorporated by reference herein and shall have the same force and effect with respect to the provisions set forth therein as though fully set forth in this Letter Agreement; provided, however, that all references to “Agreement” in the SPA shall be deemed to mean this Letter Agreement for the purposes hereof.
Very truly yours,
/s/ Mark Pacchini
Mark Pacchini, Chief Executive Officer
Acknowledged and agreed
as of the date first above written:
CAREBOURN CAPITAL, L.P.,
a Delaware limited partnership
By: /s/ Chip Rice
Name: Chip Rice
Its: Managing Member
rVue Holdings, Inc.
17W220 22nd Street, Suite 200
Oakbrook Terrace, Illinois 60181
March 30, 2016
Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1040
Chicago, Illinois 60601
Attn: John Fife
Re:
Termination of Securities Purchase Agreement and Convertible Promissory Note
Dear John:
Please refer to (i) the Securities Purchase Agreement (the “SPA”), dated July 7, 2015, by and between rVue Holdings Inc., a Nevada corporation (“rVue”), and Typenex Co-Investment, LLC, a Utah limited liability company (“Typenex”), (ii) the Secured Convertible Promissory Note (the “Note”), issued July 7, 2015, by rVue in favor of Typenex, in the principal amount of Two Hundred Fifty-Two Thousand Five Hundred Dollars ($252,500), and (iii) the Investor Notes (as defined in the SPA, and together with the SPA and the Note, the “Typenex Documents”).
In consideration for the payment of Fifty Thousand Dollars ($50,000.00) (the “Payoff Amount”), all of rVue’s obligations arising out of or related to the Typenex Documents will be deemed paid and satisfied in full, including without limitation all principal, interest, fees, expenses, and other amounts outstanding or payable under and/or in connection therewith, whether now or in the future (collectively, the “Obligations”). Upon payment to Typenex of the Payoff Amount, all of the Obligations shall be fully paid, satisfied and discharged, and the Typenex Documents shall automatically and indefeasibly terminate and neither party thereto shall have any other or further obligations, liabilities or indebtedness whatsoever to the other party thereto arising out of or related to the Typenex Documents.
As additional consideration for rVue’s agreement to execute this letter agreement (the “Letter Agreement”), Typenex hereby forever and fully releases, acquits, waives, relinquishes, discharges and exonerates rVue and its past, present and future direct and indirect subsidiaries, parents and affiliates, and each of their respective officers, directors, shareholders, employees, agents and professionals (collectively, the “rVue Releasees”) from any and all claims, losses, damages, exemplary damages, injuries to both person and property, contracts, covenants, warranties, debts, liabilities, costs, expenses, sums of money, controversies, accounts, suits, actions, causes of action of every name, kind and nature whatsoever, and damage of any character whatsoever, known or unknown, foreseen and unforeseen, which it has or may have had against rVue, or may hereafter acquire or accrue, in law or in equity, which directly or indirectly, in whole or in part, have resulted from or may in the future arise from or related to the Typenex Documents (each a “Claim” and, together, the “Claims”), provided that, (i) nothing set forth herein shall release the rVue Releasees from any claims arising pursuant to this Letter Agreement, and (ii) in the event that any rVue Releasee asserts a Claim against Typenex or any Typenex Releasee (as defined below) on account of a Claim released by Typenex hereunder, this release shall cease to be effective as to such rVue Releasee but only as to the Claim so asserted.
As additional consideration for Typenex’s agreement to execute this Letter Agreement, rVue hereby forever and fully releases, acquits, waives, relinquishes, discharges and exonerates Typenex and each of its past, present and future direct and indirect subsidiaries, parents and affiliates, and each of their respective members, officers, directors, employees, agents and professionals (collectively, the “Typenex Releasees”) from any and all Claims, provided that, (i) nothing set forth herein shall release the Typenex Releasees from any claims arising out of this Letter Agreement, and (ii) notwithstanding the foregoing, in the event that any Typenex Releasee asserts a claim against rVue or any rVue Releasee on account of a Claim released by rVue hereunder, this release shall cease to be effective as to such Typenex Releasee but only as to the Claim so asserted.
The terms and conditions set forth in Section 8 (Miscellaneous) of the SPA are hereby incorporated by reference herein and shall have the same force and effect with respect to the provisions set forth therein as though fully set forth in this Letter Agreement; provided, however, that all references to “Agreement” in the SPA shall be deemed to mean this Letter Agreement for the purposes hereof.
Very truly yours,
/s/ Mark Pacchini
Mark Pacchini, Chief Executive Officer
Acknowledged and agreed
as of the date first above written:
TYPENEX CO-INVESTMENT, LLC,
a Utah limited liability company
By: /s/ John M. Fife
Name: John M. Fife
Its: President
rVue Announces Payoff of Convertible Notes
Streamlines Capital Structure and Prevents Dilutive Issuances of Common Stock
Chicago, IL – April 4, 2016 (Business Wire) -- rVue Holdings, Inc., (OTC Pink: RVUE), a premier advertising technology platform for digital location video, announced that the Company, in two separate transactions, has retired its convertible financing arrangements outstanding with Carebourn Capital, L.P. and Typenex Co-Investment, LLC via payment an aggregate $132,356 in cash and the issuance of eight million shares of common stock.
A recent private placement transaction with Acorn Composite Corp. of approximately $1.5 million provided the capital needed to retire the convertible notes. By paying off the notes, the company will prevent the potential conversion of the remaining balances of each, which would have resulted in dilutive issuances of millions of additional shares of common stock.
Mark Pacchini, President and CEO of rVue, commented, “The retirement of the convertible notes will streamline our capital structure and prevent further dilution for our shareholders. The Acorn financing is a vote of confidence in management and the digital place-based media industry, and we remain optimistic about our ability to grow top-line revenue and reach break-even in the months ahead.”
In July 2015, the Company issued a convertible note to Carebourn for net proceeds of $100,000, due on April 30, 2016, and in a separate transaction, issued a convertible promissory note to Typenex in the principal amount of $252,500, deliverable in four tranches, of which only the first tranche, for $75,000 in net proceeds, was funded. In the event that these notes had not been paid off prior to their respective maturity dates, their terms would have required the issuance of millions of shares of stock to the lenders.
Additional information can be found on the Company’s Form 8-K filed with the Securities and Exchange Commission today.
About rVue
rVue Holdings, Inc. is an advertising technology company providing the digital distribution platform for the Digital Place-Based Advertising industry. The Company connects approximately one million digital screens across 190 networks delivering access to 250 million daily impressions in one simple platform. Backed by the industry's most intuitive and intelligent platform, rVue has the technology, data and expertise to connect brands and targeted consumers where and when it matters most. For more information, please visit http://www.rvue.com.
Forward Looking Statements
This press release contains "forward looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company's current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company's control, and could cause the Company's results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company's Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission.
Company Contacts
Mark Pacchini
President and CEO
312-361-3368