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 315, 2016

WITH, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-55533	80-0194367
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7 Studebaker, Irvine , California		92618
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:	(714) 617-1991

MEDL Mobile Holdings, Inc.

(Former name or former address, if changed since last report)

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 (See General Instruction A.2 below):

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))

Forward-Looking Statements

This Current Report on Form 8-K (including the exhibit) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout the this Current Report (including the exhibit) and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

Any or all of the forward-looking statements included in this Current Report (including the exhibit) and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report (including the exhibit). All subsequent written and oral forward-looking statements concerning other matters addressed in this Current Report (including the exhibit) and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report (including the exhibit). Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Item 18.01 Other ~~Entry into a Material Definitive Agreement~~Items

~~As previously disclosed on its Current Report on Form 8-K filed on May 16, 2016,~~ With, Inc. (the “Company”) ~~received~~filed a ~~notice~~Preliminary ofSchedule ~~default~~14C ~~and foreclosure (“Notice”)~~ on ~~May~~February 104, 2016 ~~from~~regarding ~~counsel~~a ~~for~~January ~~Alpha Capital Anstalt (“Alpha”)~~18, ~~the~~2016 ~~assignee~~sale of ~~that~~mobile ~~certain~~application ~~Secured~~software ~~Revolving~~development ~~Credit~~assets ~~Agreement~~of ~~dated~~the ~~November~~Company ~~17,~~to ~~2013~~a inthird ~~the~~party. ~~maximum~~The ~~principal~~Schedule ~~amount~~14C ofwas ~~$550,000~~filed ~~(“KGN~~because ~~Note”)~~the ~~entered~~Company ~~into~~originally ~~between~~obtained ~~KGN~~both ~~Holdings,~~director ~~LLC (“KGN”)~~ and ~~the~~shareholder ~~Company. The~~approval ~~KGN~~of ~~Note~~the issale ~~guaranteed~~on byJanuary ~~Hang With~~18, ~~Inc~~2016. However, aupon ~~majority~~further ~~owned~~review, ~~subsidiary of~~ the Company ~~(“Hang~~concluded ~~With”),~~that ~~and~~shareholder ~~secured~~approval ~~by a security interest in all~~ of the ~~assets~~sale ofwas ~~the~~not ~~Company~~necessary ~~and~~under ~~Hang~~Nevada ~~With~~law, ~~pursuant~~as tosignificant aassets ~~security~~remained ~~agreement~~in ~~between~~the ~~KGN,~~Company onafter the ~~one~~sale ~~hand,~~(the ~~and~~stock ~~the~~of ~~Company~~its ~~and~~subsidiary, Hang With ~~on the other~~, asInc. ~~amended,~~and ~~which security interest covers~~ the ~~shares~~assets of ~~stock of~~ Hang With, ~~owned by the Company~~Inc. ~~Further~~), inand ~~January~~thus ~~2016,~~deems ~~KGN~~the ~~and~~shareholder ~~the~~approval ~~Company~~null and ~~Hang~~void. ~~With~~As ~~entered into~~ a ~~Forbearance~~result ~~Agreement~~of ~~(the~~no ~~“Forbearance~~longer ~~Agreement”). Alpha’s~~requiring ~~Notice stated that~~ the ~~Company~~shareholder approval and ~~Hang~~thus ~~With~~nullifying ~~have~~such ~~defaulted~~approval, ~~under~~there ~~the~~is ~~terms~~no oflonger ~~the~~a ~~KGN~~need ~~Note~~for ~~and~~ the ~~Forbearance~~filing ~~Agreement~~ and ~~that~~mailing asof a ~~result~~Schedule 14C, ~~Alpha~~and ~~gave notice of~~ the ~~default~~Company ~~and~~is ofthus withdrawing its ~~intention~~Preliminary toSchedule ~~foreclose~~14C ~~upon~~through the ~~shares~~filing of ~~Hang~~this ~~With~~Current ~~owned~~Report byon ~~the~~Form ~~Company~~8-K.

AsOn a result of the receipt of this foreclosure notice and in an attempt to conserve assets of the Company which the Company would otherwise have to expend in order to address a foreclosure proceeding, the Company entered into a Satisfaction Agreement (“Agreement”) with Alpha on June 315, 2016, ~~pursuant to which it acknowledged that Alpha is~~ the ~~holder of a properly perfected valid and fully enforceable security interest in all of the assets of the~~ Company ~~and~~issued ~~Hang With including~~ the ~~Company’s ownership of 10~~235,~~000~~646,~~000~~133 shares of ~~Hang~~its ~~With’s~~ common stock ~~(“Collateral”)~~to ~~and~~two ~~that~~accredited investors as ofa ~~April~~result ~~15,~~of ~~2016~~anti-dilution ~~$549,100~~provisions incontained ~~principal was outstanding and $15,951.69~~ in ~~interest~~a ~~had~~certain ~~accrued~~Securities onPurchase ~~the KGN Note. Under this~~ Agreement, ~~the~~between ~~Company and Hang With acknowledged and agreed that~~ the ~~amount of indebtedness outstanding under the KGN Note exceeded the value of the Collateral. The~~ Company and ~~Hang~~an ~~With and Alpha agreed that that Alpha would accept~~investor, indated ~~partial~~December ~~satisfaction of the indebtedness and obligations under the KGN Note the transfer of 8~~31,~~973,683~~ ~~shares~~2013 ~~of Hang With’s common Stock. In the same Agreement, the Company~~ and ~~Hang~~in ~~With~~an ~~also~~Amendment ~~agreed to certain commercially reasonable covenants regarding maintenance of collateral~~ and ~~the~~Consent ~~like.~~Agreement ~~Simultaneous~~between ~~with entering into~~ the ~~Satisfaction Agreement, the~~ Company and ~~Hang With entered into~~ an ~~Intercreditor~~investor, ~~Agreement~~dated ~~with~~December ~~Alpha pursuant to which the Company agreed to subordinate the $2~~31,~~000,000~~ of2013. ~~indebtedness~~The ~~owed~~issuances towere iteffected byin ~~Hang~~transactions ~~With~~exempt tofrom ~~all~~registration ofunder ~~the~~Section ~~rights~~4(2) of ~~Alpha under~~ the ~~KGN~~Securities ~~Note~~Act ~~and~~of ~~the $100~~1933,~~000~~ ~~principal~~as ~~amount secured note, dated February 16, 2016, issued by it to Alpha~~amended.

~~Item 9.01 Exhibit~~SIGNATURES

~~Exhibit~~Pursuant ~~99.1~~to ~~Form~~the requirements of ~~Satisfaction~~the ~~Agreement,~~Securities ~~dated~~Exchange ~~June~~Act 3of 1934, ~~2016~~the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Exhibit~~Date: ~~99.2~~July ~~Form~~13, of2016 ~~Intercreditor Agreement~~WITH, ~~dated~~INC. ~~June~~By: 3/s/ Andrew Maltin Andrew Maltin, ~~2016~~Chief Executive Officer

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 hereunto duly authorized.

Date: June 9, 2016 WITH, INC. By: /s/ Andrew Maltin Andrew Maltin, Chief Executive Officer

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