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~~October 3111, 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))

This Current Report on Form 8-K (including the exhibit filed herewith) contains forward-looking statements that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Forward-looking statements are only predictions based on our current expectations and projections, or those of third parties, about future events and involve risks and uncertainties. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our Common Stock could decline and investors could lose all or part of their investment. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Item 1.01

Entry ~~into~~Into a Material Definitive Agreement

OnRoche ~~March~~Enterprises ~~31,~~Convertible ~~2016,~~Note ~~rVue Holdings, Inc. (the “Company”) retired both of its outstanding convertible note financings as further described below.~~Financing

~~Carebourn~~rVue ~~Letter~~Holdings, Inc. (the “Company”) has completed the sale of shares of common stock to Acorn Composite Corp., now known as Roche Enterprises, Ltd. (“Roche Enterprises”), an affiliate of director Robert Roche, under the Subscription Agreement described in the Company’s Current Report on Form 8-K filed on January 27, 2016 (the “Subscription Agreement”). The sales resulted in the issuance to Roche Enterprises of 97,069,017 shares of common stock, in return for aggregate consideration of $1,233,913.04. Since its entry into the Subscription Agreement, the Company has continued an intensive search for additional financing, but to date the Company has been unable to secure such financing on acceptable terms.

On ~~March~~October 3111, 2016, ~~the Company entered into a letter agreement~~ (the “~~Carebourn~~Closing ~~Letter Agreement~~Date”), ~~with~~the ~~Carebourn~~Company ~~Capital,~~executed ~~L.P.,~~documentation awith ~~Delaware~~Roche ~~limited~~Enterprises ~~partnership~~pursuant ~~(“Carebourn”)~~ to ~~retire~~which ~~its~~Roche ~~outstanding~~Enterprises ~~convertible~~has ~~note~~agreed ~~financing with Carebourn. Pursuant~~ to provide the ~~terms~~Company ofwith ~~the~~short-term ~~Carebourn~~bridge ~~Letter~~financing ~~Agreement,~~in the ~~Company~~form (of a) ~~paid~~Senior ~~Eighty-Two~~Secured ~~Thousand~~Convertible ~~Three~~Promissory ~~Hundred~~Note ~~Fifty-Five Dollars and Seventy-One Cents~~ (~~$82,355.71) (~~the “~~Cash~~Roche ~~Payment~~Note”), ~~and~~in ~~(b)~~the ~~issued~~principal ~~eight~~amount ~~million~~of (8$201,000~~,000)~~ ~~shares~~as ofthe ~~its~~Company ~~common~~seeks ~~stock,~~additional $0financing.~~001~~ The ~~par~~Roche ~~value~~Note ~~per~~matures ~~share~~on ~~(the~~December ~~“Share~~1, ~~Payment”~~2016 and ~~together~~carries ~~with~~an ~~the~~interest ~~Cash~~rate ~~Payment, the “Carebourn Payoff Amount”), to Carebourn in full satisfaction~~ of, ~~and~~10% toper ~~terminate,~~annum. ~~all~~Roche ~~obligations~~Enterprises ~~under~~may ~~(i) the Securities Purchase Agreement~~elect, ~~dated~~in ~~July~~its ~~30,~~sole ~~2015~~discretion, byto ~~and~~extend ~~between~~ the ~~Company~~maturity ~~and~~date ~~Carebourn~~up ~~(the~~to ~~“Carebourn~~an ~~SPA”),~~additional ~~and~~three (ii3) ~~the~~months ~~Convertible~~to ~~Promissory~~March ~~Note~~1, ~~issued July 30~~2017, ~~2015,~~in bywhich case the Company inmust ~~favor~~pay ofa ~~Carebourn,~~loan inextension ~~the~~fee ~~principal~~of ~~amount~~2.5% of ~~One~~the ~~Hundred~~then-total ~~Fifteen~~outstanding ~~Thousand~~balance ~~Dollars~~ (~~$115,000)~~including ~~(the~~principal ~~“Carebourn Convertible Note”~~ and ~~together~~all ~~with~~accrued ~~the~~fees ~~Carebourn~~and ~~SPA, the “Carebourn Agreements”~~interest). ~~As additional consideration for each of the Company and Carebourn to enter the Carebourn Letter Agreement, the parties executed a mutual release of claims.~~

ItThe isnet proceeds to the Company’s ~~understanding~~from ~~that~~the ~~Carebourn~~Roche ~~does~~Note ~~not~~were ~~currently~~$194,970, ~~intend~~consisting toof ~~sell~~gross ~~the~~proceeds ~~shares~~of $201,000, less $6,030 representing a loan processing fee of 3% of the ~~Company’s~~principal ~~common~~amount. The ~~stock~~entire ~~received~~outstanding asbalance of the ~~Share~~Roche ~~Payment~~Note inis ~~the~~due ~~near~~and ~~term,~~payable ~~although~~at ~~Carebourn~~maturity. The isCompany does not ~~contractually~~have ~~bound~~the inright ~~this~~to ~~regard~~prepay the Roche Note.

AAt ~~description~~any time after the Closing Date, Roche Enterprises may convert the outstanding balance of the ~~Carebourn~~Roche ~~Agreements~~Note, or any installment or portion thereof, into equity securities of the Company. Generally, the conversion price will be equal to eighty percent (80%) of $0.018, which is ~~included~~the inconversion ~~Item~~price 1actually paid by Carebourn Capital, L.01P. upon conversion of its former convertible promissory note into shares of the Company’s ~~Current~~common ~~Report~~stock. However, onthe ~~Form~~securities ~~8-K~~to ~~filed~~be onissued ~~August~~by 6the Company upon a conversion shall include an initial liquidation preference, ~~2015~~prior and in preference to any distributions to any holder of any other equity securities of the Company, ~~which~~of ~~description~~two isand ~~incorporated~~one ~~into~~half ~~this~~(2.5) ~~Item~~times 1the aggregate principal amount of the Roche Note and shall participate with all other holders of Company equity securities thereafter.01 As byof ~~reference~~the date of this report, the Company does not have any such equity securities authorized for issuance.

~~Typenex~~In ~~Letter~~the event of a default, the Roche Note may be accelerated by Roche Enterprises. The outstanding balance (including any accrued interest and fees) would be immediately due and payable and Roche Enterprises may exercise any or all of its rights, powers or remedies under the Pledge Agreement. In addition, the Company shall pay a one-time penalty charge of 10% on the defaulted amount, plus additional interest on the defaulted amount and the penalty charge at the rate of 15% per annum, compounded monthly, from the date of default until the default and penalty amounts are paid in full, plus reimbursement to Roche Enterprises for its reasonable out-of-pocket costs of collections (including reasonable fees of its counsel).

OnThe ~~March 31, 2016, the~~ Company’s ~~entered~~obligations ~~into~~under ~~a letter agreement (~~the ~~“Typenex~~Roche ~~Letter~~Note ~~Agreement”)~~are ~~with~~secured ~~Typenex~~by ~~Co-Investment, LLC,~~ a ~~Utah~~pledge ~~limited~~by ~~liability~~the ~~company~~Company ~~(“Typenex”)~~ to ~~retire~~Roche ~~its~~Enterprises ~~outstanding~~of ~~convertible~~all ~~note financing with Typenex. Pursuant to the terms~~ of the ~~Typenex Letter Agreement, the~~ Company’s ~~paid~~assets ~~Fifty~~pursuant ~~Thousand Dollars ($50,000) (the “Typenex Payoff Amount”)~~ to ~~Typenex in exchange for~~ the ~~termination~~terms of, ~~and satisfaction of all obligations under (~~a) ~~the~~Pledge ~~Securities Purchase~~ Agreement, ~~dated July 7, 2015,~~ by and between the Company and ~~Typenex~~Roche ~~(the~~Enterprises ~~“Typenex~~dated ~~SPA”),~~as ~~(b)~~of ~~the~~October ~~Secured Convertible Promissory Note~~11, ~~issued~~2016 ~~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~~Roche ~~Convertible~~Pledge ~~Note~~Agreement”)~~, 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.~~

AMr. ~~description~~Roche ofrecused ~~the~~himself ~~Typenex~~from ~~Agreements is included in Item 1.01 of~~ the ~~Company~~Board’s ~~Current~~consideration ~~Report~~and onapproval ~~Form~~of ~~8-K~~the ~~filed~~Roche onNote ~~July~~and ~~14,~~the ~~2015,~~Roche ~~which~~Pledge ~~description is incorporated into this Item 1~~Agreement.~~01 by reference.~~

~~General~~The foregoing descriptions of the Roche Note and the Roche Pledge Agreement are qualified in their entirety by the text of such documents, which are annexed to this Current Report as Exhibits 4.1 and 4.2.

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.-2-

~~The~~Item 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~~.03

~~Item~~Creation ~~1.02~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~Termination~~The disclosure set forth above in Item 1.01 of athis ~~Material~~Current ~~Definitive~~Report ~~Agreement~~is incorporated by reference herein.

~~The information in~~ Item 13.~~01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.~~02.

~~-2-~~Unregistered Sale of Equity Securities

The disclosure set forth above in Item 71.01 of this Current Report is incorporated by reference herein. The Roche 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.

~~Regulation~~Item ~~FD Disclosure~~8.01

OnOther 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.Events

~~Forward~~On ~~Looking~~October ~~Statements~~18, 2016, the Company announced that it intends to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange Commission (the “SEC”) on or about November 9, 2016.

~~This~~Upon ~~report~~such ~~contains~~filing, ~~"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~~obligation ~~expectations or forecasts of future events. Such statements are subject~~ to ~~risks~~file ~~and~~certain ~~uncertainties~~reports ~~that~~with ~~are often difficult to predict and beyond~~ the ~~Company's control~~SEC, ~~and~~including ~~could~~annual, ~~cause~~quarterly ~~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~~Current ~~not~~Reports ~~undertake~~on ~~any~~Forms ~~obligation to update any forward looking statements contained in this report as new information~~10-K, ~~future events or otherwise. The Company has based these forward~~10-~~looking~~Q ~~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~~8-K, ~~and will not necessarily be accurate indications of the times at~~respectively, ~~or by, which such performance or results~~ will be ~~achieved.~~immediately 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 Commissionsuspended.

A press release making this announcement is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
4.1*		Letter Agreement by and between the Company and Carebourn Capital, L.P., dated March 31, 2016
4.1		Senior Secured Convertible Promissory Note, dated as of October 11, 2016, issued by the Company and payable to the order of Roche Enterprises, Ltd.
4.2*		Letter Agreement by and between the Company and Typenex Co-Investment, LLC, dated March 30, 2016
4.2		Pledge Agreement, dated as of October 11, 2016, by and between the Company and Roche Enterprises, Ltd.
99.1**		Press Release dated April 4, 2016
99.1		Press Release dated October 10, 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.



	RVUE HOLDINGS, INC.

	By:		/s/ Mark Pacchini
			Mark Pacchini Chief Executive Officer

Date: ~~April~~October 418, 2016

-3-

Index to Exhibits

Exhibit No.		Description of Exhibit
4.1*		Letter Agreement by and between the Company and Carebourn Capital, L.P., dated March 31, 2016
4.1		Senior Secured Convertible Promissory Note, dated as of October 11, 2016, issued by the Company and payable to the order of Roche Enterprises, Ltd.
4.2*		Letter Agreement by and between the Company and Typenex Co-Investment, LLC, dated March 30, 2016
4.2		Pledge Agreement, dated as of October 11, 2016, by and between the Company and Roche Enterprises, Ltd.
99.1**		Press Release dated April 4, 2016
99.1		Press Release dated October 10, 2016

______________________

Filed herewith.

Furnished herewith.

Filing Compare · RVUE HOLDINGS, INC.