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): July 2031, 2015

AllDigital Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-141676	20-5354797
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)	File Number)	Identification No.)

6 Hughes, Suite 200, Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 250-7340

(Registrant’s telephone number, including area code)

N/A

(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.

~~Securities~~Amendment ~~Purchase Agreement~~ and ~~Security~~Exchange Agreement

Between ~~April~~October 116, ~~2015~~2014 and July 20, 2015, AllDigital Holdings, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with ~~six~~13 accredited investors (the “Investors”),. ~~pursuant~~Under tothe ~~which~~terms of the Purchase Agreements, the Company issued and sold an aggregate of $~~853~~2,218,461.45 in principal amount of its 5% Senior ~~Secured~~ Convertible Notes due December 31, 2016 (the “Initial Notes”) to the Investors ~~for~~in a private offering. The Initial Notes were convertible into an aggregate ~~purchase~~of ~~price~~ up to 14,789,739 shares of ~~$853~~the Company’s common stock. The Initial Notes had a maturity date of December 31,~~461~~ 2016 (“Old Maturity Date”).~~45.~~ InThe ~~connection~~Initial ~~with~~Notes bore interest at the ~~sale~~rate of five percent (5%) per annum payable quarterly on the fifth (5th) day after the last business day of each calendar quarter. After the Old Maturity Date, and until the outstanding principal and accrued interest on the Initial Notes had been paid, the ~~Investors~~Initial ~~became~~Notes ~~party~~bore tointerest at a ~~Security~~rate ~~Agreement~~of 1.0% ~~between~~per ~~certain~~month. ~~holders~~The outstanding principal under the Initial Notes was convertible at any time prior to repayment, in whole or in part, into shares of the ~~Notes~~Company’s ~~and~~common ~~Richard~~stock Pat a conversion price of $0.15 ~~Stevens~~per share, IIsubject to adjustment for stock splits, asstock ~~collateral~~dividends ~~agent~~and ~~(“Security~~recapitalizations. ~~Agreement”)~~All accrued interest on the Initial Notes would have been paid in cash upon any conversion of the Initial Notes.

~~The~~On ~~Notes~~July ~~are~~31, ~~convertible~~2015, the Company entered into an ~~aggregate~~Amendment ofand upExchange toAgreement ~~5,689,741~~(the ~~shares~~“Exchange Agreement”) with certain of the ~~Company’s~~Investors ~~common~~representing ~~stock.~~a ~~The~~majority ~~Notes~~in ~~have~~principal aamount ~~maturity date~~ of ~~December~~the outstanding Initial Notes. On July 31, ~~2016~~2015 (~~“Maturity~~the “Closing Date”)., ~~The~~under ~~Notes~~the ~~will~~terms ~~bear~~of ~~interest~~the atExchange Agreement, the ~~rate~~Company ofissued ~~five~~$2,218,461.45 ~~percent~~in (principal amount of its 5%) ~~per annum~~Senior ~~payable~~Convertible ~~quarterly~~Notes ondue ~~the~~December ~~fifth~~31, 2017 (~~5th)~~the ~~day~~“Exchange ~~after~~Notes”) ~~the~~in ~~last~~exchange ~~business~~for ~~day~~the ofInitial ~~each~~Notes ~~calendar~~(the ~~quarter~~“Exchange”). The ~~After~~Exchange ~~the~~Notes ~~Maturity~~have ~~Date, and~~substantially ~~until~~identical terms to the ~~outstanding~~Initial ~~principal~~Notes ~~and~~except ~~accrued~~that ~~interest~~the onmaturity date of the Exchange Notes is ~~has~~December ~~been paid~~31, ~~the~~2017 ~~Notes~~and ~~will~~all ~~bear~~unpaid interest atdue aand ~~rate~~payable ~~of 1.0%~~under ~~per~~the ~~month.~~Exchange ~~The~~Notes ~~outstanding~~is ~~principal~~due ~~under~~and payable on the ~~Notes~~new ismaturity ~~convertible~~date. The atExchange ~~any~~Notes ~~time~~will ~~prior~~be toconvertible ~~repayment,~~into inan ~~whole~~aggregate orof inup ~~part~~to 14, ~~into~~789,739 shares of the Company’s common stock. atOn athe Closing ~~conversion~~Date, ~~price~~under the terms of ~~$0.15~~the ~~per~~Exchange ~~share~~Agreement, ~~subject~~the toInitial ~~adjustment~~Notes ~~for~~were ~~stock~~cancelled. ~~splits,~~The Exchange Notes are secured under ~~stock~~the ~~dividends~~terms of an Amended and ~~recapitalizations.~~Restated ~~All~~Security ~~accrued~~Agreement, ~~interest~~dated onJuly 31, 2015, by and among the ~~Notes~~Company, ~~shall~~Richard beP. ~~paid~~Stevens, inII, as ~~cash~~collateral ~~upon~~agent, ~~any~~and ~~conversion~~certain of the ~~Notes. The~~Investors ~~Notes~~representing ~~are~~a ~~secured~~majority ~~under~~in ~~the~~principal ~~terms~~amount of the ~~Security~~outstanding ~~Agreement~~Initial Notes, by a first priority lien on all of the Company’s tangible and intangible assets.

~~Item~~The 3foregoing description of the Exchange Agreement, the Exchange Notes and the Security Agreement is qualified in its entirety by reference to the full text of the agreements, each of which is attached as an exhibit to this Current Report on Form 8-K.02 ~~Unregistered~~This current ~~Sales~~report on Form 8-K does not constitute an offer to sell or the solicitation of ~~Equity~~an ~~Securities~~offer to buy the Exchange Notes.

~~The information set forth above under the heading “Securities Purchase Agreement and Security Agreement” in~~ Item 1.~~01 of~~02. ~~this~~Termination ~~report~~of isa ~~hereby~~Material ~~incorporated~~Definitive ~~by reference~~Agreement.

AsOn ~~described~~July in31, ~~Item~~2015, ~~1.01~~the ofCompany ~~this~~consummated ~~report~~the Exchange, under which the Company issued ~~and~~the ~~sold~~Exchange ~~$853,461.45~~Notes in ~~principal~~exchange offor ~~its~~the Initial Notes. The ~~Notes~~description ~~are~~of ~~convertible into~~the anExchange ~~aggregate~~in Item 1.01 of upthis toCurrent ~~5,689,741~~Report ~~shares~~on ofForm ~~the~~8-K ~~Company’s~~is ~~common~~incorporated ~~stock.~~in ~~The~~its ~~aggregate~~entirety ~~gross~~by ~~proceeds~~this reference ofinto ~~$853,461~~this Item 1.~~45, less~~02. ~~expenses~~In connection with the Exchange, ~~shall~~the beCompany’s ~~allocated~~obligations tounder ~~general~~the ~~corporate~~Initial ~~purposes~~Notes were terminated.

~~The~~Item ~~issuance~~2.03. ~~and~~Creation ~~sale~~ of ~~the Notes were made in reliance upon the exemption from registration available under Section 4(~~a~~)(2)~~ ofDirect ~~the Securities~~Financial ~~Act,~~Obligation among others, as transactions not involving a public offering. This exemption was claimed on the basis that these transactions did not involve any public offering and the purchasers in each offering were accredited or ~~sophisticated~~an ~~and~~Obligation ~~had sufficient~~under ~~access~~an toOff-Balance ~~the~~Sheet ~~kind~~Arrangement of ~~information~~a ~~registration would provide~~Registrant. In each case, appropriate investment representations were obtained and the Notes were and the certificates evidencing any shares which may be issued upon conversion of the Notes will be issued with restrictive legends. Each Investor was given adequate access to sufficient information about the Company to make an informed investment decision.

On July 31, 2015, the Company consummated the Exchange, under which the Company issued the Exchange Notes in exchange for the Initial Notes. The description of the Exchange in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by this reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

On July 31, 2015, the Company consummated the Exchange, under which the Company issued to the Investors $2,218,461.45 in principal amount of Exchange Notes in exchange for the Initial Notes. The description of the Exchange in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by this reference into this Item 3.02. The Exchange Notes were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given directly or indirectly for soliciting the Exchange.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Form of Amendment and Exchange Agreement, dated July 31, 2015 between the Company and Investors representing a majority in principal amount of the outstanding Initial Notes (*) (#)

10.2		Form of 5% Senior Convertible Note issued to each Investor on July 31, 2015 (*)

10.3		Form of Amended and Restated Security Agreement, dated July 31, 2015, by and among the Company, Richard P. Stevens, II, as the collateral agent, and Investors representing a majority in principal amount of the outstanding Initial Notes (*) (#)

(#) The agreements filed as exhibits to this report contain representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.

(*) Filed herewith.

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: July 27, 2015	ALLDIGITAL HOLDINGS, INC.
Date: August 4, 2015	ALLDIGITAL HOLDINGS, INC.
	a Nevada corporation
	By:	/s/ Michael Linos
	Name:	Michael Linos
	Title:	President and Chief Executive Officer

EXHIBITS FILED WITH THIS REPORT

Exhibit No.		Description

10.1		Form of Amendment and Exchange Agreement, dated July 31, 2015 between the Company and Investors representing a majority in principal amount of the outstanding Initial Notes

10.2		Form of 5% Senior Convertible Note issued to each Investor on July 31, 2015

10.3		Form of Amended and Restated Security Agreement, dated July 31, 2015, by and among the Company, Richard P. Stevens, II, as the collateral agent, and Investors representing a majority in principal amount of the outstanding Initial Notes

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