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): December 9, 2013
Respect Your Universe, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-54885
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20-0641026
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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818 North Russell Street
Portland, Oregon
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97227
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: 877-798-8326
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities.
On December 9, 2013, we issued a promissory note (the "Note") in the principal amount of US$500,000. The Note has a maturity date of January 1, 2015 and bears interest of 15% per annum, which is payable each fiscal quarter. The Note is secured by all of the assets of RYU. In connection with the issuance of the Note, RYU issued to the holder warrants (the “Warrants”) to purchase up to 300,000 shares of common stock of RYU at an exercise price of $0.25 until January 1, 2015. We issued the Note and Warrants to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
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.
Respect Your Universe, Inc.
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Dated:
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December 9, 2013
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By:
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/s/ Jim Nowodworski
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Jim Nowodworski
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Chief Financial Officer
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