Washington, D.C.  20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 12, 2014

Respect Your Universe, Inc.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction
      of incorporation)
File Number)
(IRS Employer
Identification No.)

818 North Russell Street
Portland, Oregon
(Address of principal executive offices)
(Zip Code)

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:

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))


Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2014, Respect Your Universe, Inc. (the “Company”) entered into subscription agreements (each, a “Subscription Agreement”) pursuant to which the Company agreed to sell 2,800,000 units (each, a “Unit”) at a price of US$0.10 per Unit for gross proceeds of US$280,000 (the “Financing”). Each Unit consists of one share of the Company’s common stock (a “Share”) and one warrant (a “Warrant”), which entitles the holder to purchase one additional Share at a price of US$0.25 per Share for a period of three years. The Company closed the Financing and issued the Units on June 12, 2014.
The foregoing descriptions of the Subscription Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 10.1 and 10.2 respectively, and are incorporated by reference herein.
Item 3.02 
Unregistered Sales of Equity Securities.
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. We issued the shares to five non-U.S. persons (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.

Item 9.01. 
Financial Statements and Exhibits

Exhibit No. 

Form of Subscription Agreement(1)
Form of Warrant(1)
(1)           Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K filed on May 30, 2014


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.

June 13, 2014
 /s/ Jim Nowodworski
Jim Nowodworski
Chief Financial Officer