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): ~~March~~April 2829, 2016

		Code Rebel Corporation
		(Exact name of registrant as specified in its charter)

Delaware		001-37377		46-4825060
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

		77 Ho’okele Street, Suite 102 Kahului, HI		96732
		(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (808) 871-6496

	Not applicable
	(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))

~~ITEM~~Item 71.01 ~~REGULATION~~ FDEntry ~~DISCLOSURE~~into a Material Definitive Agreement

~~Code~~The ~~Rebel~~information ~~Corporation~~provided ~~(the~~in ~~“Company”)~~Item ~~expects to provide materials to potential investors, analysts placement agents, broker dealers, and/or stockholders from and after the date of this Current Report~~3. A02 ~~copy of such materials~~ is ~~attached~~hereby ~~hereto as Exhibit 99.1 hereto and is~~ incorporated ~~herein~~ by reference.

~~The information contained in this~~ Item 73.~~01,~~02 ~~including~~Unregistered ~~Exhibit~~Sales 99.1, is being furnished, not filed, with the Securities and Exchange Commission and is not incorporated by reference in any filings unless specifically identified therein as being incorporated therein by reference. The furnishing of ~~the~~Equity information in this Item 7.01, including Exhibit 99.1, is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.Securities

~~ITEM~~On ~~9.01 FINANCIAL~~April ~~STATEMENTS~~25, ~~AND~~2016 ~~EXHIBITS~~the Code Rebel Corporation (the “Company”, “we” or “us”) entered into a consulting agreement (the “Consulting Agreement”) with SLD Capital Corp, a Pennsylvania Company (“SLD”), pursuant to which SLD will provide general business consulting services and advice to the Company relating to, among other things, corporate structures, general business policy, joint ventures, lines of credit, factoring facilities, and strategic business planning, including alliance partnerships, acquisitions, and mergers.

Exhibit No.	Description
99.1	Investor Presentation dated March 28, 2016.

As compensation, SLD will receive two hundred fifty thousand (250,000) shares of restricted Company common stock. Additionally, SLD will also receive a warrant certificate to purchase two hundred fifty thousand (250,000) shares of Company common stock (the “Warrant”). The Warrant has an initial exercise price of $2.25 per share, subject to adjustment to the share capital of the Company under a stock split, reverse stock split or similar event, and an exercise period of five (5) years. The Warrant may be exercised on a cashless exercise basis.

The Consulting Agreement has a term of twelve (12) months, unless earlier terminated. The Company may terminate the Consulting Agreement at any time upon seven (7) days written notice to SLD. The Consulting Agreement will terminate automatically upon the occurrence of (a) the bankruptcy or insolvency of the Company or (b) the non-payment or performances by the Company under the Agreement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1

Consulting Agreement

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: March 28, 2016	CODE REBEL CORPORATION
Date: April 29, 2016	CODE REBEL CORPORATION
	By:	/s/ Arben Kryeziu
		Arben Kryeziu
		Chairman and Chief Executive Officer

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