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): ~~January~~February 1816, 2016



	WITH, INC.
	(Exact name of registrant as specified in its charter)



Nevada	000-55533	80-0194367
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7 Studebaker, Irvine , California		92618
(Address of principal executive offices)		(Zip Code)



Registrant’s telephone number, including area code:	(714) 617-1991



	MEDL Mobile Holdings, Inc.
	(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 (See General Instruction A.2 below):

. 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

~~Entry~~Promissory ~~into a Material Definitive Agreement~~Note

~~Sale~~With, ofInc. ~~MEDL~~(the ~~Mobile,~~"Company") ~~Inc~~received financing from Alpha Capital Anstalt (“Alpha”) for an aggregate principal amount of $100,000. Alpha is currently a shareholder in the Company; although its ownership is less than 5% of the Company’s ~~Assets~~outstanding shares.

OnIn ~~January~~consideration ~~18,~~for ~~2016,~~the ~~With~~financing, ~~Inc. (~~the “Company”) ~~along~~issued ~~with~~Alpha ~~its~~a ~~wholly~~Promissory ~~owned~~Note ~~subsidiary, MEDL Mobile, Inc.~~ (~~“MEDL”) entered into an asset purchase agreement (~~the ~~“Purchase~~"Financing ~~Agreement”~~Note"), ~~with~~dated ~~MEDL~~February ~~Mobile~~16, ~~Enterprises~~2016, ~~LLC~~for (the ~~“Buyer”)~~principal ~~pursuant~~amount ~~to which MEDL agreed to sell and transfer to Buyer all or substantially all~~ of ~~MEDL’s assets used in its developing mobile application software~~$100, ~~or “Apps~~000,” ~~and~~plus ~~related~~interest ~~technologies~~at ~~and~~a ~~standards~~rate ~~for~~of ~~such~~five ~~applications~~percent (~~the “Asset Sale”~~5%)~~. The~~ ~~Asset~~per ~~Sale~~annum ~~was~~accruing ~~consummated~~from ~~simultaneously~~the todate ~~entering~~of ~~into~~ the ~~Purchase~~Financing ~~Agreement. The~~Note ~~Company’s~~ and ~~MEDL’s~~payable ~~boards~~on ~~approved~~ the ~~Asset~~maturity ~~Sale~~date, ~~and~~acceleration ~~the~~or ~~Asset~~prepayment. ~~Sale~~The ~~was~~maturity ~~approved~~date ~~by a majority~~ of the ~~Company’s~~Financing ~~voting~~Note ~~securities~~is ~~pursuant~~August to16, ~~unanimous written consents~~2016. ~~There~~The ~~was~~Company nomay ~~prior~~not ~~relationship~~prepay ~~between~~ the ~~Company~~Financing ~~and~~Note ~~the~~without ~~Buyer~~Alpha’s ~~and this was not a related party transaction~~consent.

~~The~~In ~~aggregate~~an ~~purchase~~event ~~price for the Asset Sale is equal to the sum~~ of ~~(i) $125~~default,~~000~~ ~~and (ii) earn out payments determined~~ as ~~follows~~defined (in the ~~“Earn-Out~~Financing ~~Payments”):~~Note, ~~(A) 40% of~~ the ~~net~~interest ~~operating~~rate ~~income~~is ~~for~~increased ~~calendar~~to ~~year 2017 in excess of $650,000; (B) 30~~15%. In ofaddition to the ~~net~~increased ~~operating~~interest ~~income~~rate, ~~for~~if ~~calendar~~an ~~year~~event ~~2018~~of indefault ~~excess~~occurs ofas ~~$800,000;~~a ~~(C)~~result ~~30%~~ of the ~~net~~Company ~~operating~~assuming ~~income~~debt ~~for~~or ~~calendar~~issuing ~~year~~equity ~~2019~~or inany ~~excess~~instrument ofconvertible ~~$950~~into,~~000;~~ ~~and~~or ~~(D) 20%~~representing of the ~~net~~right ~~operating~~to ~~income for calendar year 2020 in excess of $1~~receive,~~100,000. For~~ ~~purposes~~equity of ~~determining~~ the ~~earn-out~~Company ~~payments,~~to ~~net~~a ~~operating~~third ~~income~~party ~~means~~without ~~Buyer~~Alpha’s ~~net~~consent, ~~operating income generated solely from~~ the ~~agency~~Company ~~app~~is ~~development~~required ~~business~~to ~~(not~~pay ~~including~~Alpha ~~revenues~~200% ~~that~~of ~~may~~the beprincipal ~~generated~~amount. Alpha ~~from any other division that Buyer~~ may ~~develop~~elect ~~post-closing)~~to ~~less~~defer ~~all~~this ~~operating~~repayment ~~expenses (including any consulting fees~~ and ~~any~~apply ~~general~~an ~~and~~amount ~~administrative~~equal ~~expenses)~~to ~~but~~200% ~~before deduction~~ of ~~taxes~~the ~~and~~principal ~~interest. The Earn-Out Payments are capped at an aggregate~~ amount ofplus ~~$1,275,000~~interest ~~and~~towards ~~are~~the ~~payable~~payment for ~~each~~the ~~applicable~~debt, ~~performance~~equity ~~period~~or ~~within~~right 90to ~~days~~acquire ~~after~~equity ~~the~~which ~~completion~~causes of the ~~review~~event of ~~the Buyer’s financial statement for the applicable year~~default.

~~The~~Under ~~Purchase~~the ~~Agreement~~Financing ~~contains~~Note, ~~customary~~the ~~representations,~~Company ~~warranties~~also ~~and~~agreed ~~covenants~~that its obligations under the Financing Note are secured by ~~each~~all of its personal property, including the ~~Company~~stock it owns in its subsidiary, ~~MEDL~~Hang ~~and~~With, ~~Buyer~~Inc. as(the ~~well~~“Subsidiary”). Further, ~~customary~~the ~~indemnification~~Subsidiary ~~provisions~~agreed ~~among~~to guarantee the ~~parties~~Company’s obligations under the Financing Note.

The ~~parties~~foregoing ~~also~~description ~~entered~~of ~~into~~the ~~several~~terms ~~ancillary~~of ~~agreements~~the asFinancing ~~part~~Note ofdoes ~~this~~not ~~transaction~~purport ~~mostly relating~~ to ~~the~~be ~~transfer~~complete and ~~assignment~~is ofqualified ~~assets~~in asits ~~part~~entirety ofby ~~the~~reference ~~Asset~~to ~~Sale. However,~~the ~~one~~provisions of ~~these~~such ~~ancillary~~agreement ~~agreements~~filed isas aexhibit ~~Consulting~~10.1 ~~Agreement~~to ~~between~~this ~~Buyer~~Current ~~and~~Report ~~the~~on ~~Company.~~Form 8-K (this "Report").

~~Interest~~Item of8.01 ~~the~~Other ~~Company and the President, Secretary and Director in the Asset Sale~~Events

In The ~~connection with the Asset Sale, the Buyer and the~~ Company’s ~~entered~~address ~~into~~changed ~~a consulting agreement on January 18, 2016, pursuant~~ to ~~which~~7 the Company agreed to provide technical and business support services to the Buyer (the “Consulting Agreement”). The term of the Consulting Agreement is four years unless terminated earlier in accordance with the terms of the Consulting Agreement. As compensation for services performed for the BuyerStudebaker, ~~the Company will receive $200~~Irvine,~~000~~ ~~per~~CA ~~year payable in equal monthly installments~~92618. ~~Such compensation will not begin to accrue and become payable until March 1, 2016.~~

InItem ~~connection with the Asset Sale, the Company’s President, Secretary, Director and a Majority Stockholder, David Swartz, is in discussions with us to enter into an employment agreement with the Buyer~~9. ~~Although no terms have been formally agreed upon we do expect Mr. Swartz to finalize the terms of employment in the next few months.~~01

~~Except~~(d) as described above, none of our directors or officers or their associates have any interest, direct or indirect, by security holdings or otherwise, in MEDL Mobile Enterprises, LLC or any of the matters described in this Current Report on Form 8-K.Exhibits

Forbearance and Amendment Agreement


Exhibit Number		Description

10.1		Promissory Note, dated February 16, 2016

On January 18, 2016, the Company and MEDL entered into that certain Forbearance and Amendment Agreement (the “Forbearance Agreement”) with KGN Holdings, LLC (“KGN”) pursuant to which KGN agreed to temporarily forbear from exercising its rights and remedies under that certain Secured Revolving Credit Agreement dated January 17, 2013 (the “Credit Agreement”). Under the Credit Agreement, KGN agreed to make available to the Company a revolving line of credit in the maximum principal amount of $550,000, which was evidenced by that certain Revolving Secured Promissory Note dated January 17, 2013 in the principal amount of $550,000 (the “Revolving Note”). In connection with the Credit Agreement and Revolving Note, the Company granted KGN a security interest in the Company’s personal property, including the Company’s stock in Hang With, Inc. and MEDL.SIGNATURES

~~Due~~Pursuant to ~~its security interest that covered assets of MEDL subject to~~ the ~~Asset~~requirements ~~Sale, KGN consented to the release~~ of ~~MEDL assets sold in~~ the ~~Asset~~Securities ~~Sale. Given~~Exchange ~~this~~Act consent and the request to forbear described above, the Company, MEDL and KGN entered into the Forbearance Agreement pursuant to which KGN agreed to forbear from exercising its rights and remedies under the Credit Agreement and Revolving Note until the earlier of ~~(i) April 15~~1934, ~~2016, (ii)~~ the ~~date~~Registrant ~~of termination of the Forbearance Agreement upon events specified therein or (iii) the date on which the loan amount is paid in full. The Company~~ has ~~certain~~duly ~~obligations~~caused ~~due~~this toReport ~~KGN under the Forbearance Agreement, including but not limited~~ to ~~the~~be ~~delivery~~signed ofon aits ~~weekly~~behalf ~~cash budget with a variance report as well as a cash budget forecast, providing KGN access to financial information, monthly payment to KGN of an amount equal to 50% of the funds received~~ by the ~~Company~~undersigned ~~and/or~~hereunto ~~MEDL~~duly in excess of the amount required to fund their operations as set forth in the cash budget and monthly payment to KGN of interest, in arrears, of the principal amount of the loan at the default rate of 13% per annumauthorized. ~~The Company and MEDL have also agreed to be subject to certain negative covenants and enter into certain ancillary agreements required by KGN with respect to KGN’s security interest.~~

~~Item~~Date: 2March 14, 2016 WITH, INC.01 By: /s/ Andrew Maltin Andrew Maltin, Chief Executive Officer

Completion of Acquisition of Disposition of Assets

Reference is made to the disclosure set forth under Item 1.01 of this report, which disclosure is incorporated herein by reference.

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.

Date: January 22, 2016 WITH, INC. By: /s/ Andrew Maltin Andrew Maltin, Chief Executive Officer

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