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): ~~May~~March 25, ~~2014~~2015

INTERCORE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-54012 (Commission File Number)	27-2506234 (I.R.S. Employer Identification No.)


1615 South Congress Avenue - Suite 103 Delray Beach, FL 33445 (Address of principal executive offices) (zip code)


(561) 900-3709 (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))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

~~ITEM~~ Item 1.01 Entry into a Material Definitive Agreement

Rhine ~~Partners~~Note ~~Credit Facility~~Amendment

On ~~May~~March 5, ~~2014~~2015, we entered into aan ~~Loan~~Omnibus ~~and~~Amendment ~~Security~~(the ~~Agreement~~“Rhine ~~and~~Omnibus aAmendment”) ~~Secured~~to ~~Promissory~~our ~~Note~~Loan ~~(collectively~~Agreements (the "~~Credit~~Rhine Loan ~~Facility~~Agreements") with Rhine Partners, LP ("Rhine"), which amended the Rhine Loan Agreements (see Exhibit A of Exhibit 10.1 ~~The~~attached ~~Credit~~hereto), ~~Facility~~to ~~permits~~remove ~~borrowings~~the upconversion feature from the Rhine Loan Agreements in exchange for warrants to $4purchase shares of our common stock. Before the Rhine Omnibus Amendment,~~000,000,~~ ~~earns~~the aoutstanding 6%principal ~~origination~~balances ~~fee~~under the Rhine Loan Agreements were convertible into either shares of our Series D Preferred Stock or into shares of our common stock at any time in the ~~time~~sole discretion of ~~each~~Rhine. ~~advance~~Under the Rhine Omnibus Amendment, ~~bears~~the ~~interest~~outstanding principal balances under the Rhine Loan Agreements are no longer convertible into either shares of Series D Preferred Stock or shares of our common stock; and in exchange we agreed to issue Rhine a warrant to purchase 1,500,000 shares of our common stock at ~~18%~~an exercise price of One Dollar ($1) per share, ~~annum~~with a cashless exercise provision, and ~~matures~~which onpurchase ~~November~~right 5,expires ~~2015~~four (4) years from the date of the Rhine Omnibus Amendment. The ~~credit~~warrant ~~facility~~will isbe ~~collateralized by~~in ~~substantially~~the ~~all~~form ofattached ~~our~~hereto ~~assets~~as Exhibit 10.3.

OnTopside ~~May~~Note 2, 2014 and upon signing a binding term sheet in connection with securing the Credit Facility, we granted Rhine a warrant for the purchase of up to 2,000,000 shares of our common stock at an exercise price of $1.00 per share through May 2, 2018. This warrant was fully vested upon issuance and contains a cashless exercise provision.Amendment

~~Outstanding~~On ~~principal~~March of5, 2015, we entered into an Omnibus Amendment (the ~~Credit~~“Topside ~~Facility~~Omnibus ~~may~~Amendment”) beto ~~converted~~our atLoan Agreements (the "Topside ~~election~~Loan Agreements") with Topside Partners, LP ("Topside"), which amended the Topside Loan Agreements (see Exhibit A of ~~Rhine~~Exhibit at10.2 ~~any~~attached ~~time~~hereto) to remove the conversion feature from the Topside Loan Agreements in exchange for warrants to purchase shares of our common stock. Before the Topside Omnibus Amendment, the outstanding principal balances under the Topside Loan Agreements were convertible into either shares of our Series D Preferred Stock or into shares of our common stock at any time in the ~~price~~sole discretion of ~~$10~~Topside.00 ~~per~~Under ~~share~~the orTopside Omnibus Amendment, the outstanding principal balances under the Loan Agreements are no longer convertible into either shares of ~~our~~Series ~~restricted~~D ~~common~~Preferred Stock or shares of our common stock; atand ain ~~price~~exchange ~~equal~~we agreed to ~~40%~~issue ofTopside ~~the~~a ~~market~~warrant ~~price~~to ~~based upon~~purchase ~~the~~1,000,000 ~~average~~shares ~~closing~~of ~~price~~our common stock at an exercise price of ~~the~~One ~~five~~Dollar ~~days~~($1) ~~preceding~~per ~~such~~share, ~~election.~~with ~~Additionally~~a cashless exercise provision, ~~Rhine~~and ~~has~~which ~~the~~purchase right toexpires ~~make~~four ~~such~~(4) ayears ~~conversion~~from the date ~~election~~of upthe toTopside ~~five~~Omnibus ~~days~~Amendment. ~~after~~The wewarrant ~~tender~~will ~~repayment~~be ofin the ~~principal~~form attached hereto as Exhibit 10.3.

AsSECTION ~~of the date of this filing we have received advances totaling $~~3~~,827,073~~ ~~under~~– ~~the~~SECURITIES ~~Credit~~AND ~~Facility~~TRADING ~~and have repaid principal and paid interest of $518,477 and $273,523, respectively. Therefore, the total principal currently outstanding in connection with the Credit Facility is $3,308,596.~~MARKETS

~~In late~~Item ~~January~~3.02 ~~2015,~~Unregistered ~~the~~Sales ~~parties to the Credit Facility realized that a clause limiting conversion~~ of ~~outstanding~~Equity ~~principal to preclude Rhine from owning more than 9~~Securities.99% of our common stock had been omitted inadvertently. This clause had also been omitted from the warrant to purchase our common stock that was issued in connection with the Credit Facility. These omissions were corrected in an amendment to the Credit Facility and the warrant agreement on February 10, 2015.

~~Topside~~As ~~Convertible~~noted ~~Note~~in ~~Payable~~Item #1.01, pursuant to the terms of the Rhine Omnibus Amendment, we agreed to issue Rhine a warrant to purchase 1,500,000 shares of our common stock at an exercise price of One Dollar ($1) per share, with a cashless exercise provision, and which purchase right expires four (4) years from the date of the Rhine Omnibus Amendment. The issuance of the warrants was or will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Rhine is an accredited investor and familiar with our operations, as represented by Rhine in the Rhine Loan Agreements.

OnAs ~~May~~noted 7,in ~~2014~~Item 1.01, wepursuant ~~entered~~to ~~into~~the aterms ~~Loan~~of ~~Agreement (~~the "Topside ~~Convertible~~Omnibus ~~Note~~Amendment, ~~Payable~~we ~~#1")~~agreed ~~with~~to ~~Topside~~issue ~~Partners, LP ("~~Topside") ~~under~~a ~~which~~warrant weto ~~borrowed $75~~purchase 1,000,000 ~~from~~shares ~~Topside.~~of ~~This note~~our ~~bears~~common ~~interest~~stock at ~~the~~an ~~rate~~exercise price of ~~18% per~~One ~~annum~~Dollar ~~and~~($1) ~~matures~~per ~~on November 7~~share, ~~2015.~~with ~~Additionally,~~ a ~~one-time~~cashless ~~facility~~exercise ~~fee of $3~~provision,~~375 was earned by Topside upon~~ ~~the~~and ~~execution~~which ofpurchase ~~this~~right ~~note.~~expires ~~Outstanding~~four ~~principal~~(4) ~~may~~years befrom ~~converted at~~ the ~~election~~date of the Topside atOmnibus ~~any~~Amendment. ~~time~~The ~~into~~issuance ~~shares~~ of ~~our Series D Preferred Shares at~~ the ~~price~~warrants was ~~of $10.00 per share~~ or ~~into~~will ~~shares~~be ofexempt ~~our~~from ~~restricted~~registration ~~common~~pursuant ~~stock~~to atSection 4(a)(2) ~~price~~ of a ~~60% discount to market based on~~ the ~~average~~Securities ~~closing~~Act ~~price~~ of ~~the~~1933, ~~five~~due ~~days preceding such election. Topside has the right~~ to ~~make such a conversion election up to five days after we tender payment of~~ the ~~principal.~~fact ~~In the event~~ Topside ~~elects~~is toan ~~convert~~accredited ~~the~~investor ~~principal~~and ~~under this~~familiar ~~note~~with ~~into shares of~~ our ~~common stock~~operations, itas ~~may~~represented ~~not~~by ~~elect~~Topside ~~such~~in ~~a conversion if~~ the ~~shares issued pursuant to the conversion would cause~~ Topside toLoan ~~own more than 9~~Agreements.~~99% of our then-outstanding common stock.~~

Additionally on that same day and under the terms of the Topside Convertible Note Payable #1, we issued a warrant for Topside to purchase up to 50,000 shares of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant was 100% vested upon issuance.2

SECTION 39.01 FINANCIAL –STATEMENTS ~~SECURITIES~~ AND ~~TRADING MARKETS~~EXHIBITS

~~ITEM 3~~Item 9.~~02 Unregistered~~01 ~~Sales~~Financial ofStatements ~~Equity~~and ~~Securities~~Exhibits

As noted in Item 1.01, pursuant to the terms of the Credit Facility with Rhine, the Credit Facility is a convertible instrument with the principal amount due thereunder convertible into either shares of our Series D Preferred Stock at $10.00 per share or shares of our common stock at a price equal to 40% of the market price based upon the average closing price of the five days preceding such election. In connection with the Credit Facility, we also issued Rhine a warrant to purchase up to 2,000,000 shares of our common stock at $1.00 per share, which terminates on May 2, 2018. The issuance of these securities was exempt from registration pursuant to Section 4(2c) ~~of the Securities Act of 1933, since Rhine is an accredited investor and familiar with our operations, as represented by Rhine in the Credit Facility.~~ Exhibits

As noted in Item 1.01, pursuant to the terms of the Topside Convertible Note Payable #1, this note is a convertible instrument with the principal amount due thereunder convertible into either shares of our Series D Preferred Stock at $10.00 per share or shares of our common stock at a price equal to 60% of the market price based upon the average closing price of the five days preceding such election. In connection with this note, we also issued Topside a warrant to purchase up to 50,000 shares of our common stock at $1.00 per share, which terminates on May 7, 2018. The issuance of these securities was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, since Topside is an accredited investor and familiar with our operations, as represented by Topside in the note.

	10.1	Rhine Partners, LP Omnibus Amendment to Loan Agreements
	10.2	Topside Partners, LP Omnibus Amendment to Loan Agreements

	10.3	Form of Warrant under the Omnibus Amendment to the Rhine Loan Agreements and the Omnibus Amendment to the Topside Loan Agreements

~~SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS~~SIGNATURES

~~ITEM~~Pursuant ~~9.01 Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~ of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(c)	Exhibits
Dated: March 6, 2015		InterCore, Inc.
	10.1	Credit Facility with Rhine Partners, LP
		a Delaware corporation
	10.2	Amended Warrant to Rhine Partners, LP
		/s/ James F. Groelinger
	10.3	Amendment No. 1 to Credit Facility with Rhine Partners, LP
		By: James F. Groelinger
	10.4	Loan Agreement with Topside Partners, LP
		Its: Chief Executive Officer

~~SIGNATURES~~3

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 11, 2015		InterCore, Inc.
		a Delaware corporation
		/s/ James F. Groelinger
		By: James F. Groelinger
		Its: Chief Executive Officer

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