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): June 715, 2016

American CareSource Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-33094	20-0428568
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

55 Ivan Allen Jr. Blvd, Suite 510

Atlanta, Georgia 30308

(Address of Principal Executive Offices)

(404) 465-1000

(Registrant’s Telephone Number, Including Area Code)

(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 31.0201. ~~Unregistered~~Entry ~~Sales~~Into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

On June 715, 2016, American CareSource Holdings, Inc. (~~the~~together ~~“Company”)~~with ~~issued~~certain ~~warrants to purchase an aggregate~~ of 2its subsidiaries,~~000,000~~ ~~shares of common stock of~~ the ~~Company~~ ~~at an exercise price of $0.21 per share pursuant to warrant agreements (the~~ “~~Warrant Agreements~~Company”) ~~executed in~~entered ~~favor~~into ofan ~~the~~asset ~~guarantors~~purchase ofagreement ~~the Company’s two Credit Agreements with Wells Fargo Bank, National Association~~ (the “~~Credit~~Purchase ~~Agreements~~Agreement”). ~~The~~with ~~Company~~HealthSmart isPreferred ~~currently~~Care ~~obligated~~II, ~~to pay Wells Fargo approximately $11~~L.8P. ~~million under the Credit Agreements~~(“HealthSmart”), ~~and~~ a ~~portion~~subsidiary of ~~such~~HealthSmart ~~indebtedness matured on June 1~~Holdings, ~~2016~~Inc. Under ~~The Company extended~~ the ~~maturity~~terms ~~date~~ of ~~all~~Purchase ~~indebtedness under~~Agreement, ~~the~~HealthSmart ~~Credit~~agreed ~~Agreements~~ to ~~June~~purchase 1,certain ~~2017,~~specified assets and ~~the~~contracts ~~warrants~~from ~~were~~the ~~issued~~Company inrelated to ~~consideration of~~ the ~~guarantors~~Company’s ~~agreement~~ancillary ~~to extend~~network ~~their~~business ~~guaranty~~(the of“Transaction”). ~~such~~The ~~indebtedness~~Transaction ~~until~~does ~~the~~not ~~extended~~include ~~maturity~~the ~~date.~~Company’s urgent ~~The~~care ~~warrants vested immediately~~ and ~~are~~primary ~~exercisable any~~care ~~time~~business ~~prior~~and toexcludes ~~their~~other ~~expiration~~mutually onagreed ~~June~~upon 6,assets ~~2026~~and liabilities.

The ~~issuance~~Purchase ofAgreement ~~the~~contains ~~warrants~~customary ~~was completed~~representations, inwarranties, ~~reliance~~covenants, ~~upon~~indemnification ~~the~~provisions, ~~exemption~~and ~~from~~closing ~~registration~~conditions. ~~under~~The ~~Section~~parties ~~4(a)(2)~~anticipate ofclosing the ~~Securities Act, as amended, as a~~ transaction byin anthird ~~issuer~~or ~~not~~fourth ~~involving~~quarter aof ~~public~~this ~~offering~~year.

~~The~~HealthSmart ~~foregoing~~has ~~description~~been ofmanaging the ~~Warrant~~Company’s ~~Agreements~~ancillary ~~does not~~network ~~purport~~business tosince beOctober ~~complete~~1, ~~and~~2014 ispursuant ~~qualified~~to ~~in its entirety by the full text of the Warrant Agreements,~~ a ~~form~~management ofservices ~~which is attached hereto as Exhibit 10~~agreement.~~1, and is incorporated herein by reference.~~

~~Item~~In 9consideration of the purchased assets, HealthSmart will assume between approximately $2.012 million and $3.2 ~~Financial~~million ~~Statements~~of liabilities related to the ancillary network business and ~~Exhibits~~will forgive all amounts due HealthSmart under the management services agreement. The actual amounts to be forgiven and liabilities to be assumed by HealthSmart, and therefore the purchase price, will be determined at closing, but the Company estimates the total consideration for the sale to be in the range of $3.0 and $4.0 million. In connection with the Company’s entry into the Purchase Agreement, the Company paid $600,000 to HealthSmart reduce payment obligations to network providers, and committed to making an additional payment of approximately $257,000, less certain offsets, at closing.

~~(d)~~The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference.

10Item 8.101. ~~Form~~Other ~~of Warrant Agreement~~Events.

~~SIGNATURE~~On June 17, 2016, the Company announced by press release its entry into the Purchase Agreement as described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements of~~Statements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~Date:~~(d) ~~June 13, 2016~~Exhibits.

American CareSource Holdings, Inc. By: /s/ Adam S. Winger Adam S. Winger President and CEO

Exhibit No.		Description

10.1* Asset Purchase Agreement, dated as of June 15, 2016, by and among HealthSmart Preferred Care II, L.P., a Texas limited partnership, American CareSource Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiaries Ancillary Care Services, Inc., a Delaware corporation and Ancillary Care Services-Worker’s Compensation, Inc., a Delaware corporation.

99.1 Press Release of American CareSource Holdings, Inc. dated June 17, 2016.

__________________________

* Pursuant to Item 601(b)(2) of Regulation S-K, the Company hereby agrees to supplement this filing by furnishing to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Purchase Agreement.

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.

Date: June 21, 2016
	American CareSource Holdings, Inc.

	By:	/s/ Adam S. Winger
		Adam S. Winger
		President and CEO

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