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): ~~February~~ 18March 15, 2016

EMRISE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	001-10346	77-0226211
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
c/o Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, New Jersey		08830
(Address of principal executive offices)		(Zip Code)

EMRISE CORPORATION

~~Registrant’s~~(Exact name ~~telephone~~of ~~number,~~registrant ~~including~~as ~~area~~specified ~~code:~~in ~~(919)~~its ~~806-4722~~charter)

Delaware

001-10346

77-0226211

(State or other jurisdiction

of incorporation)

(Commission File
Number)

(IRS Employer

Identification No.)

101 Wood Avenue South, 5^th Floor

Woodbridge, NJ 08830

(Address of Principal Executive Offices)

2530 Meridian Parkway
Durham, North Carolina 27713

(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~~732): 395-4400

oRegistrant’s telephone ~~Written~~number, ~~communications~~including ~~pursuant~~area ~~to Rule 425 under the Securities Act (17 CFR 230.425)~~code

¨Check the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule~~the ~~14a~~Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

~~¨ Pre-commencement~~ [ ] Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

¨[ ] Soliciting material ~~Pre-commencement communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~[ ] Pre-commencement communications ~~1.01.~~pursuant ~~Entry~~to ~~into~~Rule a14d-2(b) ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14d-2(b))

On[ ] Pre-commencement communications ~~February~~pursuant ~~18,~~to ~~2016,~~Rule ~~EMRISE Corporation, a Delaware corporation~~ 13e-4(~~the “Company”~~c), ~~entered into a Stock Purchase Agreement (the “Purchase Agreement”) with its wholly-owned subsidiary, CXR Anderson Jacobson S.A.S., a company organized~~ under the ~~laws~~Exchange ofAct ~~France~~ (~~“CXR-AJ”),~~17 ~~and~~CFR ~~Carmine T~~240. ~~and Georgeann Oliva (collectively, the “Purchaser”), pursuant to which the Company sold all of the issued and outstanding shares of CXR~~13e-~~AJ to the Purchaser~~ 4(~~the “Transaction”~~c). Mr. Oliva was the Company’s Chairman and Chief Executive Officer and President of CXR-AJ until his resignation on July 1, 2015. The Transaction was approved unanimously by the Company’s Board of Directors.)

Pursuant to the terms of the Purchase Agreement, the aggregate consideration payable in exchange for the stock of CXR-AJ was €1,135,318 (the “Purchase Price”), consisting of a cash payment of €685,318 at closing and Purchaser’s delivery of an unsecured promissory note in the principal amount of €450,000 (the “Note”), plus the assumption of certain debt and liabilities of CXR-AJ estimated to be €1,180,507 as of the closingItem 7. ~~The~~01 ~~Purchase~~Regulation ~~Price~~FD included an initial adjustment of €121,318 based on estimates of working capital and certain liabilities of CXR-AJ as of the closing date compared to target amounts, including a target working capital of €2,956,317Disclosure. ~~The Purchase Price may be further adjusted based on a customary post-closing reconciliation of such estimates to actual amounts.~~

~~The~~On March ~~Purchase~~15, ~~Agreement~~2016, ~~contains~~EMRISE ~~customary~~Corporation ~~representations~~(the ~~and~~“Company”) ~~warranties,~~issued ~~which~~a ~~will~~press ~~survive~~release ~~the~~entitled ~~closing~~“Emrise ofCorporation ~~the~~Announces Date ~~Transaction~~and ~~for~~Amount 12of ~~months. The~~Second ~~Purchase~~Liquidation ~~Agreement~~Distribution ~~also~~to ~~contains~~Stockholders” ~~customary~~regarding ~~covenants~~the ~~and~~status ~~indemnification~~of ~~provisions,~~the ~~subject~~implementation toof athe ~~cap~~Company’s previously onannounced ~~indemnification~~voluntary ~~claims~~Plan of ~~€200,000,~~Dissolution which ~~cap~~was ~~will~~approved ~~be reduced~~ by ~~€50,000 upon~~ the Company’s ~~delivery~~stockholders ofat ~~certain~~a ~~documentation~~special ~~relating~~meeting held toon ~~CXR-AJ’s~~June ~~ownership~~25, 2015. A copy of ~~its~~the ~~real~~press ~~property~~release is hereby furnished as Exhibit 99.1 and incorporated herein by reference.

~~The Note bears interest at a rate equal to the Fed~~Item 8.01 ~~U.S.~~Other ~~prime rate plus 1~~Events.0% and is payable in 12 equal installments, commencing on March 25, 2016. Purchaser has a right to set off payment under the Note against any post-closing adjustments that are not timely paid to Purchaser and indemnification claims conclusively determined to be payable under the Purchase Agreement, up to the indemnification cap.

~~The~~On March ~~foregoing~~15, ~~descriptions~~2016, of the ~~Purchase~~Company ~~Agreement~~announced ~~and~~that the ~~Note~~Board doof ~~not~~Directors ~~purport~~of tothe beCompany ~~complete~~approved ~~and~~the ~~are~~second ~~qualified~~liquidation distribution in ~~their~~the ~~entirety~~amount byof ~~reference~~$0.36 toper ~~the~~share ~~full~~payable ~~text~~during of the ~~Purchase~~week ~~Agreement~~of ~~and~~April ~~the Note~~19, ~~which~~2016 ~~are~~to ~~filed~~stockholders ~~herewith~~of record as ~~Exhibit~~of ~~2.1~~the ~~and~~close ~~Exhibit~~of ~~10.1,~~business on ~~respectively~~July 7, ~~and are incorporated herein by reference~~2015.

Item 2 9.01. ~~Completion~~Financial ofStatements ~~Acquisition~~and ~~or Disposition of Assets~~Exhibits.

~~The information set forth in Item 1.01 regarding the Purchase Agreement and the Note is incorporated into this Item 2.01 by reference.~~(d) Exhibits

Item 8.01. Other Events.

Exhibit No.	Description

99.1	Press release issued by the Company entitled “Emrise Corporation Announces Date and Amount of Second Liquidation Distribution to Stockholders,” dated March 15, 2016.*

On* Filed ~~February 18, 2016, the Company issued a press release announcing the completion of the Transaction~~herewith. ~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(d) Exhibits~~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.

Exhibit No.	Description
	EMRISE CORPORATION
2.1	Stock Purchase Agreement, dated February 18, 2016, by and among EMRISE Corporation, CXR Anderson Jacobson S.A.S. and Carmine T. and Georgeann Oliva.*
Date: March 18, 2016	By:	/s/ Frank Russomanno
10.1	Promissory Note, dated February 18, 2016.
		Frank Russomanno
99.1	Press Release, dated February 18, 2016.
		Executive Director

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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.

	EMRISE CORPORATION
Dated: February 22, 2016	By:	/s/ Frank Russomanno
		Name:	Frank Russomanno
		Title:	Executive Director

Exhibit Index

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated February 18, 2016, by and among EMRISE Corporation, CXR Anderson Jacobson S.A.S. and Carmine T. and Georgeann Oliva.*
10.1	Promissory Note, dated February 18, 2016.
99.1	Press Release, dated February 18, 2016.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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