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BROADCAST INTERNATIONAL INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

July 17, 2014



Item 1.01. Entry into a Material Definitive Agreement.

Effective July 16, 2014, Broadcast International, Inc. (the "Company") entered into an Amendment to the Note and Warrant Purchase and Security Agreement and Senior Secured Convertible Notes (the "Amendment") dated with nine individuals and six companies ("Holders"). The principal amount of the Senior Secured Convertible Notes aggregate $4,250,000 ("Senior Notes") and were due October 31, 2013 and the Amendment extends the due date to the earlier of October 31, 2014 or the date the Wireless Ronin, Inc merger terminates. The Amendment provides that the Holders will all convert their notes coincident with the closing of the merger between the Company and Wireless Ronin, Inc. approved by the Company shareholders at a special meeting of the shareholders held on June 30, 2014. The conversion rate of the notes was changed from $.25 per share to $.0055 per share, which required that the Company increase the number of authorized shares of stock to accommodate the issuance, which was also approved at the special meeting of the shareholders. Upon conversion, the Company will issue 909,636,364 shares of common stock to the Holders in satisfaction of the note principal and $753,000 of accrued interest.

In addition, the Company entered into an amendment with the holder of its unsecured convertible note in the amount $1,000,000 note plus accrued interest to convert that note at the same $.01 per share rate coincident with the closing of the proposed merger, which will result in the issuance of 111,561,100 shares in satisfaction of the note principal and $115,611 of accrued interest.

The foregoing summary of the Amendment is not necessarily complete and is qualified in its entirety by reference to the complete text of the amendment which is included as an exhibit to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

Information regarding the Company's obligations under the Amendment, as set forth in Item 1.01 above, is incorporated by reference in this Item 2.03.

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. 2



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Source: Edgar Glimpses


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