UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~Washington D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~report ~~ACT~~(date OFof ~~1934~~earliest event reported): July 16, 2014

Date of Report (date of earliest event reported): March 5, 2014

BROADCAST INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

UTAH	0-13316	87-0395567
Utah	0-13316	87-0395567
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification No.)

6952 S. HIGH TECH DRIVE, SUITE C SALT LAKE CITY, UTAH	84047
(Address of principal executive offices)	(Zip Code)

6952 S. High Tech Drive Suite C, Salt Lake City, Utah 84047

(Address of principal executive offices, including zip code)

(801) 562-2252 (Registrant'’s telephone number:, ~~(801)~~including ~~562-2252~~area code)

Not Applicable (Former name or former address, if changed since last report~~: Not Applicable~~)

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))

BROADCAST INTERNATIONAL, INC.

FORM 8-K

~~ITEM~~Item 1.01. Entry ~~ENTRY~~into ~~INTO~~a AMaterial ~~MATERIAL~~Definitive ~~DEFINITIVE AGREEMENT~~Agreement.

OnEffective ~~March~~July 516, 2014, Broadcast International, Inc., ~~a Utah corporation~~ (the “~~Broadcast~~Company”), entered into an ~~Agreement~~Amendment to the Note and ~~Plan~~Warrant ofPurchase ~~Merger~~and Security Agreement and ~~Reorganization~~Senior Secured Convertible Notes (the “~~Merger Agreement~~Amendment”) dated with ~~Wireless~~nine ~~Ronin~~individuals ~~Technologies,~~and ~~Inc~~six companies (“Holders”)., The aprincipal ~~Minnesota~~amount ~~corporation~~of the Senior Secured Convertible Notes aggregate $4,250,000 (“~~Wireless~~Senior ~~Ronin~~Notes”), and ~~Broadcast~~were ~~Acquisition~~due ~~Co.~~October 31, a2013 ~~Utah~~and ~~corporation~~the ~~and~~Amendment ~~wholly-owned~~extends ~~subsidiary~~the due date to the earlier of October 31, 2014 or the date the Wireless Ronin, ~~(“Merger~~Inc ~~Sub”)~~merger terminates. ~~Pursuant~~The toAmendment provides that the ~~terms~~Holders will all convert their notes coincident with the closing of the merger between the Company and ~~subject~~Wireless toRonin, Inc. approved by the ~~conditions~~Company ~~set~~shareholders ~~forth~~at ina special meeting of the ~~Merger~~shareholders ~~Agreement~~held on June 30, ~~Merger~~2014. The ~~Sub~~conversion ~~will~~rate beof ~~merged~~the ~~with~~notes ~~and~~was ~~into~~changed ~~Broadcast~~from $.25 per share to $.0055 per share, ~~and~~which ~~Broadcast~~required ~~will~~that ~~survive~~the asCompany aincrease ~~wholly-owned~~the ~~subsidiary~~number of ~~Wireless~~authorized ~~Ronin~~shares (of stock to accommodate the ~~“Merger”)~~issuance, which was also approved at the special meeting of the shareholders. ~~The~~Upon ~~respective~~conversion, ~~boards~~the ofCompany ~~directors~~will issue 909,636,364 shares of ~~Broadcast~~common ~~and~~stock ~~Wireless~~to ~~Ronin~~the ~~have~~Holders ~~approved~~in satisfaction of the ~~Merger~~note ~~Agreement~~principal and ~~the~~$753,000 ~~transactions~~of ~~contemplated~~accrued ~~thereby~~interest.

AtIn ~~the~~addition, ~~effective time of~~ the ~~Merger~~Company ~~(the~~entered ~~“Effective~~into ~~Time”),~~an ~~each~~amendment ~~outstanding~~with ~~share of Broadcast capital stock will be converted into~~ the ~~right~~holder ~~to receive that number~~ of ~~shares~~its ofunsecured ~~Wireless~~convertible ~~Ronin~~note ~~common stock as determined pursuant to the exchange ratio described~~ in the ~~Merger~~amount ~~Agreement (the “Exchange Ratio”). In addition~~$1,000,000 atnote ~~the~~plus ~~Effective~~accrued ~~Time:~~interest ~~(i) all outstanding options~~ to ~~purchase~~convert ~~Broadcast~~that ~~common~~note ~~stock~~at ~~will~~the besame ~~assumed~~$.01 byper ~~Wireless~~share ~~Ronin~~rate ~~and~~coincident ~~converted~~with ~~into~~the ~~options~~closing ~~to purchase shares~~ of ~~Wireless Ronin common stock, in each case appropriately adjusted based on~~ the ~~Exchange~~proposed ~~Ratio; and (ii) all outstanding warrants to purchase shares of Broadcast common stock will be assumed by Wireless Ronin and converted into warrants to purchase shares of Wireless Ronin common stock~~merger, inwhich ~~each case appropriately adjusted based on the Exchange Ratio. No fractional shares of Wireless Ronin common stock~~ will beresult ~~issued~~ in the ~~Merger. Following~~issuance ~~the consummation~~ of ~~the transactions contemplated by the Merger Agreement~~111,561,100 ~~former~~shares ~~stockholders~~in ofsatisfaction ~~Broadcast are expected to own approximately 36.5%~~ of the ~~combined~~note ~~company,~~principal ~~calculated on a modified fully-diluted basis,~~ and ~~current stockholders of Wireless Ronin are expected to own approximately 63.5% of the combined company~~$115,611 ~~calculated on a modified fully-diluted basis. The Merger is intended to qualify as a “reorganization” within the meaning~~ of ~~Section~~accrued ~~368(a) of the Internal Revenue Code of 1985, as amended~~interest.

The ~~completion~~foregoing summary of the ~~Merger~~Amendment is ~~subject~~not tonecessarily ~~various~~complete ~~customary~~and ~~conditions,~~is ~~including,~~qualified ~~among other things: (i) the approval of the stockholders of Broadcast; (ii) Broadcast having no more than $250,000~~ in ~~indebtedness~~its asentirety ofby ~~the~~reference ~~Effective Time; (iii) subject~~ to ~~certain materiality exceptions,~~ the ~~accuracy~~complete oftext ~~the representations and warranties made by each~~ of ~~Broadcast and Wireless Ronin and~~ the ~~compliance~~amendment bywhich ~~each~~is ofincluded ~~Broadcast~~as ~~and~~an ~~Wireless~~exhibit ~~Ronin~~to ~~with~~this ~~their~~Current ~~respective~~Report ~~obligations under the Merger Agreement; and (iv) the declaration of the effectiveness by the Securities and Exchange Commission (the “SEC”) of the Registration Statement~~ on Form S8-~~4 (the “Registration Statement”) to be filed by Wireless Ronin in connection with the Merger~~K.

~~BECAUSE~~Item BROADCAST HAS MORE THAN $6,000,000 OF INDEBTEDNESS AT THE CURRENT TIME, IT MUST EITHER SECURE ADDITIONAL EQUITY INVESTMENT PRIOR TO THE MERGER OR COME TO AN AGREEMENT WITH THE HOLDERS OF ITS INDEBTEDNESS TO CONVERT THEIR DEBT TO EQUITY2.03. ATCreation ~~THE~~of ~~CURRENT~~a ~~TRADING~~Direct ~~PRICE~~Financial OFObligation ~~BROADCAST’S~~or ~~STOCK~~an ~~SUCH~~Obligation Aunder ~~CONVERSION~~an ~~WOULD RESULT~~Off INBalance ~~SUBSTANTIAL~~Sheet ~~DILUTION~~Arrangement TOof ~~THE~~a ~~EXISTING COMMON STOCK SHAREHOLDERS PRIOR TO THE MERGER~~Registrant.

~~The~~Information ~~Merger~~regarding ~~Agreement contains customary representations, warranties and covenants, including covenants obligating each of Broadcast and Wireless Ronin to continue to conduct their respective businesses in~~ the ~~ordinary course, to provide reasonable access to each other~~Company’s ~~information~~obligations ~~and~~under ~~to use reasonable best efforts to have~~ the ~~Registration Statement declared effective by the SEC. The Merger Agreement also contains a customary “no solicitation” provision pursuant to which~~Amendment, ~~prior~~as toset ~~the~~forth ~~completion of the Merger, neither Broadcast nor Wireless Ronin may solicit or engage~~ in ~~discussions~~Item ~~with~~1.01 ~~any third party regarding another acquisition proposal unless such party has received an unsolicited~~above, ~~bona fide written proposal that the recipient’s board of directors determines~~ is orincorporated ~~would~~by ~~reasonably~~reference ~~be expected to result~~ in athis ~~superior~~Item ~~proposal~~2. ~~Broadcast is obligated to duly call and hold a special meeting of, or solicit written consents from, its stockholders to obtain the necessary stockholder approval of the transaction~~03.

Item 9.01. Financial Statements and Exhibits

(c)

Exhibits:

10.1-

Second Amendment to Note and Warrant Purchase and Security Agreement and Senior Secured Convertible Promissory Notes.

10.2-

Amendment to Unsecured Convertible Note.

The Merger Agreement contains certain termination rights in favor of each of Broadcast and Wireless Ronin. Additionally, the Merger Agreement provides that, in connection with certain terminations of the Merger Agreement, depending upon the circumstances surrounding the termination, one party may be required to pay the other party a termination fee of $100,000.

The forgoing summary of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

The Merger Agreement has been provided pursuant to applicable rules and regulations of the SEC in order to provide investors and stockholders with information regarding its terms. However, it is not intended to provide any other factual information about Broadcast, Wireless Ronin, their respective subsidiaries and affiliates or any other party. In particular, the representations, warranties and covenants contained in the Merger Agreement have been made only for the purpose of the Merger Agreement and, as such, are intended solely for the benefit of the parties to the Merger Agreement. In many cases, the representations, warranties and covenants are subject to limitations agreed upon by the parties and are qualified by certain disclosures exchanged by the parties in connection with the execution of the Merger Agreement. Furthermore, many of the representations and warranties in the Merger Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about Broadcast, Wireless Ronin, their respective subsidiaries and affiliates or any other party. Likewise, any reference to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or stockholders. Finally, information concerning the subject matter of the representation and warranties may change after the date of the Merger Agreement and these changes may not be fully reflected in Broadcast’s public disclosures.

AS A RESULT OF THE FOREGOING, INVESTORS ARE ENCOURAGED NOT TO RELY ON THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE MERGER AGREEMENT, OR ON ANY DESCRIPTIONS THEREOF, AS ACCURATE CHARACTERIZATIONS OF THE STATE OF FACTS OR CONDITION OF BROADCAST OR ANY OTHER PARTY. INVESTORS AND STOCKHOLDERS ARE LIKEWISE CAUTIONED THAT THEY ARE NOT THIRD-PARTY BENEFICIARIES UNDER THE MERGER AGREEMENT AND DO NOT HAVE ANY DIRECT RIGHTS OR REMEDIES PURSUANT TO THE MERGER AGREEMENT.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibit 2.1 Agreement and Plan of Merger and Reorganization dated March 5, 2014.

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: ~~March~~ 6July 17, 2014.

BROADCAST INTERNATIONAL, INC. a Utah corporation By: /s/ James E. Solomon Name: James E. Solomon Title: ~~CFO~~Chief Financial Officer

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