rVue Holdings, Inc. Announces Sale of Assets to Secured Creditor and Pending Liquidation

CHICAGO, IL–(Marketwired – June 21, 2017) – RVUE HOLDINGS Holdings, Inc. (OTC PINK: RVUE) announced that Roche Enterprises, Ltd., formerly known as Acorn Composite Corp. (“Roche Enterprises”), the Company’s majority shareholder and an affiliate of director Robert Roche, has completed the process of foreclosing upon its security interest in the Company’s assets. As previously reported in the Company’s press release dated May 10, 2017, the Company was unable to repay the short-term bridge secured financing provided by Roche Enterprises in the aggregate principal amount of $416,000. At that time, Roche Enterprises issued a notice of default to the Company announcing its intention to foreclose upon the Company’s assets and conduct a public sale of the assets under the Uniform Commercial Code (UCC) on or about May 31, 2017.

In mid-May, Roche Enterprises filed public notices of the planned sale pursuant to the UCC. It commenced the UCC sale on May 31, 2017. Roche Enterprises bid $100,000 of the Company’s indebtedness to it, effectively offering to cancel the Company’s indebtedness in return for taking ownership of the Company’s assets. No other bidders appeared at the sale, however, immediately prior to the sale, a third party expressed potential interest in a recapitalization of the Company that would realize an economic benefit from its net operating losses (NOLs), while another third party expressed potential interest in acquiring the Company or its assets. Although it was not legally required to do so, Roche Enterprises agreed to hold the UCC sale open for one week, through June 7, 2017, so as to permit the Company to evaluate the potential for a transaction with one of these parties. The Company, Roche Enterprises (in its capacity as secured party) and their respective advisors reviewed their expressions of interest, and Roche Enterprises agreed to additional extensions of the UCC sale process through June 19, 2017. The Company had substantial doubt regarding the ability of either to actually consummate a transaction that would preserve shareholder value and result in any net proceeds to the shareholders. Ultimately, neither of the potentially interested parties appeared willing to provide any interim financing to continue the Company’s operations and permit it to further explore a transaction, although discussions continued.

On the afternoon of June 19th, Roche Enterprises formally issued notice of having completed the UCC sale, effective immediately. As a result, all assets formerly owned by the Company are now the property of Roche Enterprises. The Company has no remaining cash or other assets. It has ceased operations and there are no proceeds available for distribution to the shareholders. The Company intends to dissolve within 30 days. The Company’s current understanding is that Roche Enterprises intends to operate the rVue business using the assets acquired in the UCC sale, through a new entity under its sole ownership.

The Company’s CEO, Mark Pacchini, said: “We greatly appreciate the support of all of our investors and customers. We regret that the Company could no longer operate in its current form and wish each of our shareholders and our team nothing but the best.”

Forward Looking Statements

This press release contains “forward looking statements.” The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company’s 2015 Annual Report on Form 10-K, in our other filings with the Securities and Exchange Commission and in our press releases.

 

 

rVue, Inc. Announces Default on Secured Loans and Likely Sale

CHICAGO, IL–(Marketwired – May 10, 2017) – rVue Holdings, Inc. (OTC PINK: RVUE), a premier advertising technology platform for digital location video, announced that the Company has received a notice of default and a demand for payment from Roche Enterprises, Ltd., formerly known as Acorn Composite Corp. (“Roche Enterprises”), the Company’s majority shareholder and an affiliate of director Robert Roche.

Roche Note 1 Default

As previously reported in the Company’s Current Report on Form 8-K filed October 11, 2016, on that date the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note (“Roche Note 1″) in the principal amount of $201,000 as the Company sought additional financing. The Company’s obligations under Roche Note 1 are secured by a pledge of all of the Company’s assets. Roche Note 1 matured on December 1, 2016. The Company was unable to repay Roche Note 1 at maturity and was not successful in negotiating a forbearance with Roche Enterprises. The loan is now in default.

Roche Note 2 Default

As previously reported in the Company’s press release issued on January 31, 2017, on that date the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises provided the Company with additional short-term bridge financing in the form of a Senior Secured Convertible Promissory Note (“Roche Note 2″) in the principal amount of $80,000 as the Company sought additional financing. The Company’s obligations under Roche Note 2 are secured by a pledge of all of the Company’s assets. Roche Note 2 matured on April 30, 2017. The Company was unable to repay Roche Note 2 at maturity and was not successful in negotiating a forbearance with Roche Enterprises. The loan is now in default.

Roche Note 3

On April 28, 2017, the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises provided the Company with additional short-term bridge financing in the form of a Secured Promissory Note and Security Agreement (“Roche Note 3″ and together with Roche Note 1 and Roche Note 2, the “Roche Notes”) in the principal amount of $135,000. The Company’s obligations under Roche Note 3 are secured by a pledge of all of the Company’s assets. Roche Note 3 is payable upon demand. The Company expects that the proceeds of Roche Note 3 will permit it to continue its operations through the end of May 2017. Mr. Roche recused himself from the Board of Directors’ consideration and approval of Roche Note 3.

Financial Status of the Company

The Company has continued to experience severe difficulties in executing on its business plan and securing debt or equity financing beyond the equity financing provided by Roche Enterprises during late 2015 and in 2016, and the Roche Notes, notwithstanding management’s efforts to secure it. Given that Roche Enterprises has declined to offer additional financing beyond the proceeds of Roche Note 3, and in light of the Company’s difficulty in securing additional financing, the Company’s management has concluded that the Company’s continued operation of the rVue business beyond the end of May 2017 is not feasible.

Notice of Default and Demand for Payment

On May 3, 2017, the Company received a notice of default and demand for payment (the “default notice”) from Roche Enterprises, (a) stating that the Company was in default under the Roche Loans, and (b) demanding payment in full of the Roche Loans, with a total amount due to Roche Enterprises of $460,558.73 as of the date of the default notice, inclusive of accrued interest, attorney’s fees and expenses (the “Secured Debt”). The default notice further stated that Roche Enterprises intends, if the Company is unable to pay in full its obligations under the Roche Notes, to foreclose upon and sell the Company’s assets, and to pursue other remedies available to it, under the Uniform Commercial Code and other applicable law.

Company Response

The Board held a special meeting on May 3, 2017 to discuss the default notice. All directors participated, including Mr. Roche. It is the Company’s current understanding that Roche Enterprises intends to conduct a public UCC sale of the Company’s assets, on or about May 31, 2017, after first publishing notice thereof in appropriate trade publications, and that at that sale, Roche Enterprises intends to bid the entire amount of the Secured Debt for such assets. If there is no higher bidder, then Roche Enterprises would obtain title to the Company’s assets in return for cancellation of the Secured Debt, and there would be no remaining proceeds for distribution to the Company’s shareholders. If there is a higher bidder, then such bidder would obtain title to the Company’s assets, pay the Secured Debt to Roche Enterprises, and any remaining proceeds, net of sale expenses, would be available for distribution to the Company’s shareholders. The Company further understands that if Roche Enterprises is the successful bidder, it intends to continue the rVue brand and business as its sole owner.

The Company’s Board of Directors (the “Board”) convened a special meeting on May 3, 2017 to review the notice of default and its impact on the future direction of the Company. At that meeting, the Board discussed a variety of issues, including (a) the implications for the Company and the shareholders of the notice of default and the likely resulting foreclosure, (b) the feasibility of raising the funds required to repay the Secured Debt prior to the likely foreclosure sale, whether by selling assets to, or by obtaining new financing from, a third party, (c) the likely net proceeds of a sale of the Company to a third party after taking into account (i) ranges of value provided by business brokers familiar with the industry, and (ii) marketing and sale processes and expenses as outlined by counsel and by restructuring consultants consulted by the Company, (c) the feasibility of alternatives that might permit the preservation of shareholder value, and (d) whether or not Roche Enterprises, in its capacity as the Company’s majority shareholder, and Mr. Roche, in his capacity as a director, would be supportive of such alternatives, if available.

The Board continues to consider these matters and to engage in discussions with Roche Enterprises. However, at this time, the Board believes it unlikely that the Company has any viable means to stop the foreclosure sale, in which all remaining shareholder value is likely to be lost. The Board remains vigilant for means of potentially preserving shareholder value, but can provide no assurance in this regard.

The Company’s CEO, Mark Pacchini, had this to say about the situation: “We are disappointed by Roche Enterprises’ decision to foreclose on the notes, but the board of directors and I fully understand the business reasons for such a move. Robert Roche and Roche Enterprises have been rVue’s biggest advocates. We greatly appreciate them and all investors for their capital contributions, patience and support. The rVue team has worked diligently to keep costs in line with revenue, including the decision to go dark. And we’ve explored various new business strategies and sought other reasonable methods of financing, but we recognize the company can no longer continue to operate under its current revenue stream and in its current form.”

About rVue

rVue Holdings, Inc. is an advertising technology company providing the digital distribution platform for the Digital Place-Based Advertising industry. The Company connects approximately one million digital screens across 175 networks delivering access to 250 million daily impressions in one simple platform. Backed by the industry’s most intuitive and intelligent platform, rVue has the technology, data and expertise to connect brands and targeted consumers where and when it matters most. For more information, please visit http://www.rvue.com.

Forward Looking Statements

This press release contains “forward looking statements.” The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company’s 2015 Annual Report on Form 10-K, in our other filings with the Securities and Exchange Commission and in our press releases.

 

 

rVue, Inc. Announces Increase in Authorized Shares

CHICAGO, IL–(Marketwired – March 13, 2017) – rVue Holdings, Inc. (OTC PINK: RVUE), a premier advertising technology platform for digital location video, announced that the Company has completed an increase of its authorized shares.

On February 28, 2017, rVue received the approval of shareholders holding approximately 57.45% of its issued and outstanding shares of common stock, by written consent without a special meeting of the shareholders, for an amendment to its Articles of Incorporation that increases the number of shares of common stock authorized from 375,000,000 to 650,000,000 (the “Amendment”).

Nevada law requires a simple majority approval for this action, and the Company sought only the votes of its directors and executive officers, and shareholders affiliated with them, rather than conduct a more costly outreach to all shareholders. As of the date of this press release, rVue has 285,277,634 shares of common stock issued and outstanding. The shareholders approved the Amendment upon the recommendation of the Board of Directors, which determined that the increase was advisable in order to permit the Company to honor its stock issuance obligations under its convertible notes with Roche Enterprises, Inc., as well as under its outstanding options and warrants, which currently are convertible into approximately 34,722,661 shares of common stock.

The additional authorized shares are also intended to permit the Company to sell additional shares of stock in potential future private placements. The Amendment became effective on March 2, 2017 following the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada to implement it.

About rVue

rVue Holdings, Inc. is an advertising technology company providing the digital distribution platform for the Digital Place-Based Advertising industry. The Company connects approximately one million digital screens across 175 networks delivering access to 250 million daily impressions in one simple platform. Backed by the industry’s most intuitive and intelligent platform, rVue has the technology, data and expertise to connect brands and targeted consumers where and when it matters most. For more information, please visit http://www.rvue.com.

Forward Looking Statements

This press release contains “forward looking statements.” The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company’s 2015 Annual Report on Form 10-K, in our other filings with the Securities and Exchange Commission and in our press releases.

 

 

rVue, Inc. Announces Additional Bridge Financing

CHICAGO, IL–(Marketwired – January 31, 2017) – rVue Holdings, Inc., (OTC PINK: RVUE), a premier advertising technology platform for digital location video, announced that the Company has secured additional bridge financing.

Over the past several years, rVue has consistently reviewed alternatives for raising working capital to cover operating costs as it seeks to build revenue. As previously reported by rVue, in October 2016 it secured short-term bridge financing in the form of a Senior Secured Convertible Promissory Note, pursuant to which Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., rVue’s largest shareholder and an affiliate of rVue director Robert W. Roche, made available to the Company a secured convertible loan in the original principal amount of $201,000 (the “Original Roche Loan”). The terms of the Original Roche Loan were reviewed and approved by rVue’s Board of Directors.

rVue today announced that it had secured a second Senior Secured Convertible Promissory Note, pursuant to which Roche Enterprises will make available to the Company a second secured convertible loan, as additional short-term bridge financing, in the original principal amount of up to $80,000, with draws available in rVue’s discretion through the end of March 2017, and interest at 10% per annum (the “New Roche Loan”). The New Roche Loan is convertible into shares of rVue common stock at the option of Roche Enterprises, at a conversion price of $0.002601 per share. This conversion price is the same weighted average conversion price applicable to the conversion of rVue’s former convertible note with an unaffiliated lender, Carebourn Capital, L.P., into shares of common stock during 2016. If the New Roche Loan is fully drawn by rVue, and if Roche Enterprises elects to convert it, the conversion would result in the issuance to Roche Enterprises of approximately 30,757,400 shares of common stock (or more, to the extent that any accrued interest and fees with respect to such outstanding balance are also converted). The terms of the New Roche Loan were reviewed and approved by rVue’s Board of Directors, with Mr. Roche recusing himself.

In connection with the negotiation and documentation of the New Roche Loan, rVue and Roche Enterprises entered into amended and restated documentation for the Original Roche Loan, for the purposes of correcting the conversion price per share applicable to that loan from $0.0144 per share of common stock (mistakenly included in the original documentation) to $0.002601 per share (the correct conversion price reviewed and approved in connection with the Board’s review and approval of the Original Roche Loan in October 2016). If Roche Enterprises elects to convert the Original Roche Loan, the conversion would result in the issuance to Roche Enterprises of approximately 77,277,970 shares of common stock (or more, to the extent that any accrued interest and fees with respect to such outstanding balance are also converted).

“The rVue team continues to be optimistic about the future of Digital Location Video…its unparalleled ability to reach people at the “right” moment and with the “right” message. The management group and I believe, in the days ahead, DLV will prove to be a significant and critical means to augment most media plans. We are also appreciative of Roche Enterprises’ continued financial support and their unwavering belief in DLV,” said Mark Pacchini, CEO and President of rVue.

About rVue

rVue Holdings, Inc. is an advertising technology company providing the digital distribution platform for the Digital Place-Based Advertising industry. The Company connects approximately one million digital screens across 175 networks delivering access to 250 million daily impressions in one simple platform. Backed by the industry’s most intuitive and intelligent platform, rVue has the technology, data and expertise to connect brands and targeted consumers where and when it matters most. For more information, please visit http://www.rvue.com.

Forward Looking Statements

This press release contains “forward looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company’s Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission.