Current Report Filing (8-k)

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 20, 2014

Vu1 CORPORATION

(Exact Name of Registrant as specified in charter)

California

(State or other jurisdiction of incorporation)


000-21864		84-0672714
(Commission File Number)		(IRS Employer Identification No.)

1001 Camelia Street, Berkeley, California	94710
(Address of principal executive offices)	(Zip Code)

(855) 881-2852

(Registrant’s telephone number, including area code)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

FORM 8-K

Vu1 Corporation

June 20, 2013

Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 2014, the Company entered into a letter agreement with Highbridge International, LLC ("Highbridge") to extend and amend the Company’s Original Issue Discount Convertible Debenture (as previously amended) issued to Highbridge on June 22, 2011, in the original principal sum of $2,353,000. Pursuant to the letter agreement, the Company and Highbridge agreed to extend the maturity date of the Debenture to June 22, 2015 and reduce the conversion price under the Debenture to $2.00 per share from the current $2.50 per share. Additionally, the Company agreed to issue 125,160 shares of the Company's common stock to Highbridge in payment of accrued, unpaid interest under the Debenture for the period from June 23, 2013 to June 22, 2014, which shares were valued at the closing price of $0.94 per share, as reported by the OTCQB marketplace on June 20, 2014.

A copy of the letter agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The summary description of the letter agreement is qualified in its entirety by reference to the full text of such exhibit.

Item 3.02 Unregistered Sales of Equity Securities.

As discussed in Item 1.01 above, the Company issued 125,160 shares of common stock to Highbridge in payment of accrued, unpaid interest under the Debenture for the period from June 23, 2013 to June 22, 2014. The shares are not being registered under the Securities Act of 1933 in reliance upon the exemption from registration provided by Section 4(a)(2) thereof and Regulation D promulgated thereunder, which exempts transactions by an issuer not involving any public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit No.	Description

	10.1	Letter Agreement, dated June 20, 2014, between Vu1 Corporation and Highbridge International, LLC.

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 thereunto duly authorized.

	VU1 CORPORATION


Date: June 24, 2014	By: /s/ Matthew J. DeVries
	Matthew J. DeVries
	Chief Financial Officer

Exhibit 99.1

VU1 CORPORATION

1001 Camellia Street

Berkeley, California 94710

June 20, 2014

Highbridge International, LLC

c/o Highbridge Capital Management

40 West 57th Street, 32nd Floor

New York, New York 10019

Attention: Mr. Jonathan Dorfman

Managing Director

Re: Extension and Amendment

Dear Sirs:

Reference is made to the Original Issue Discount Convertible Debenture due June 22, 2013, dated June 22, 2011, in the original principal sum of $2,353,000, issued by Vu1 Corporation (the "Company") pursuant to a related Securities Purchase Agreement, dated as of June 16, 2011, to Highbridge International, LLC ("Highbridge"), as amended by a letter agreement, dated June 27, 2013 (the "Debenture").

The Company and Highbridge hereby agree to extend and amend the Debenture pursuant to the following terms:

1. The Maturity Date (under and as defined in the Debenture) of the Debenture shall be extended to June 22, 2015.

2. The Company will pay to Highbridge, in two equal installments on December 23, 2014 and June 23, 2015, interest at the rate of 10% per annum on the original principal sum of Highbridge’s Debenture.

3. The Conversion Price (under and as defined in the Debenture) shall be reduced from the current $2.50 per share to $2.00 per share (subject to further adjustment in accordance with the Debenture.

4. The Company shall issue a stock certificate evidencing a total of 125,160 shares of the Company's common stock to Highbridge, within five business days following the date hereof, in payment of the accrued unpaid interest of $117,650 under the Debenture for the period from June 23, 2013 to June 22, 2014, which shares of common stock are being valued at the closing price of $0.94 per share, as reported by the OTCQB marketplace on June 20, 2014.

5. Nothing herein contained shall be deemed to constitute, acknowledge and/or imply any consent to any further extension of the Debenture or any other amendment to the Debenture or related Securities Purchase Agreement.

6. The Company has not entered into or will enter into any letter agreement or other extension, amendment or agreement with any other holder of a Debenture issued pursuant to the above-referenced Securities Purchase Agreement that establishes rights or benefits in favor of such other Debenture holder that are more favorable in any material respect to such other Debenture holder than the rights and benefits established in favor of Highbridge, unless Highbridge is offered, within 14 days after such letter agreement or other extension, amendment or agreement is entered into by the Company, the opportunity to receive such rights and benefits established by such letter agreement or other extension, amendment or agreement to the extent reasonably applicable to Highbridge.

7. Upon Highbridge’s countersignature of this Extension and Amendment and delivery hereof, Highbridge will attach a copy of this Extension and Amendment to the Debenture as an effective amendment to the Debenture and related Securities Purchase Agreement.

8. This Extension and Amendment shall be governed by New York law and may be executed by fax or .pdf and in counterparts.

Please confirm your agreement with the foregoing by executing and returning to us a copy of this Extension and Amendment, which thereupon will become a binding agreement between us.