8-K

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): October 24, 2014

TRUNITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53601	87-0496850
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

230 Commerce Way

Portsmouth, New Hampshire 03801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (866) 723-4114

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 October 24, 2014, Trunity Holdings, Inc. (the “Company” or “Trunity”) signed a Hosted API License Agreement (the “Agreement”) with Visual Collaboration Innovations, Inc. (“VCI”) of Phoenix, Arizona.

As a recognized global expert in engineering turnkey visual collaboration solutions for the healthcare market, VCI helps companies, organizations and individuals create connections by streamlining accessibility of information through modular applications, tools and resources that can be configured into a single holistic program built on a single proprietary framework.

Subject to the terms and conditions detailed in the Agreement, Trunity granted VCI a limited, nonexclusive, nontransferable  and renewable license for a  two-year term  to utilize the Trunity Application Programming Interfaces (APIs) documentation and the Trunity Backend APIs hosted by Trunity to manage and deliver VCI’s content to end users in the healthcare market (jointly, the "Trunity License").  The term of the Agreement is  renewable for up to two additional two-year terms provided that VCI reaches its revenue targets described below.

VCI paid to Trunity an initial fee in the amount of $62,500.  In addition, VCI will pay  Trunity on a quarterly basis 23% of all gross licensing revenues received by VCI (“Applicable Revenues”), as well as any overage fees, arising in whole or in part from managing, delivering or providing access to VCI’s content hosted by Trunity.  VCI has represented that it reasonably expects to receive no less than $500,000 in Applicable Revenues during the initial two-year term of the Agreement,  no less than $1,000,000 in Applicable Revenues during the first two-year renewal term, and no less than $1,250,000 during the second two-year renewal term and understands that Trunity has agreed to the pricing set forth in the Agreement in reliance on these representations.  The first two revenue targets must be met in order for VCI to renew the Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which Trunity intends to file as an exhibit to its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2014.

A copy of the press release issued by Trunity announcing the entry into the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01                      Financial Statements and Exhibits

(d) The following exhibit is filed with this report:

Exhibit Number                                           Description

         99.1 Press Release, dated October 28, 2014, and titled “Trunity Holdings Signs Licensing and Royalty Agreement with Visual Collaboration Innovations to Enable and Enhance Knowledge Sharing in the Healthcare Industry.”

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.

	Trunity Holdings, Inc.
Date: October 28, 2014	By:	/s/ Nicole Fernandez-McGovern
		Nicole Fernandez-McGovern, Interim CEO & CFO

EX-99.1

Exhibit 99.1

Trunity Holdings Signs Licensing and Royalty Agreement with Visual Collaboration Innovations to Enable and Enhance Knowledge Sharing in Healthcare Industry

Portsmouth, NH – (Marketwired) – October 28, 2014 – Trunity Holdings, Inc. (OTCBB/OTCQB:TNTY) (“Trunity”), a pioneer of eLearning technology that transforms the educational experience, today announced that the Company has teamed with Visual Collaboration Innovations, Inc.(“VCI”) to enable and enhance ubiquitous online knowledge sharing and collaboration between doctors, patients and other healthcare industry stakeholders.

As a recognized global expert in engineering turnkey visual collaboration solutions for the healthcare market, VCI helps companies, organizations and individuals create connections by streamlining accessibility of information through modular applications, tools and resources that can be configured into a single holistic program built on a single proprietary framework.  Current VCI clients include:

·   the Department of Defense and its Military OneSource program, which provides live two-way video, non-medical counseling between certified counselors and active duty military members, National Guard and Reserve service members, Coast Guard and their families;

·   the University of New Mexico Project ECHO (Extension for Community Healthcare Outcomes) which helps to develop skills among rural doctors so that they can safely and effectively treat chronic and complex diseases in their local community instead of sending patients to care specialists located in distant medical centers; and

·   the National Telehealth Resource Centers which operates 14 regional centers which support care providers in rural America.

Pursuant to the terms and conditions of the Hosted API License Agreement, VCI has licensed Trunity’s proprietary, backend Application Programming Interface (API) to deliver and make accessible content to its clients.  Trunity will also host the API and share in quarterly revenues generated by VCI from use of its API.  Additional details relating to this Agreement have been provided in a Form 8-K report filed with the U.S. Securities and Exchange Commission.

Robert E. Portrie, VCI Chairman, stated, “Our Company’s mission is to empower clinicians and their patients with effective, fully integrated, online elearning, visual collaboration and sharing tools that result in materially improved patient care, reduced healthcare costs and the immediate collaboration and delivery of healthcare information anywhere, anytime and on any connected device.  Our market research led us to Trunity, which we believe offers VCI and our valued clients with the most robust, scalable and feature-rich API architecture for enabling the delivery and sharing of vital patient information and medical and scientific research.”

Nicole Fernandez-McGovern, CEO and CFO of Trunity, added, “Leveraging the technological power of the Trunity eLearning Platform to support the needs and demands of the growing global enterprise and organizational training market is one of our Company’s core growth objectives.  Consequently, we are thrilled to be teaming with VCI and look forward to a long, mutually beneficial association.”

About Trunity Holdings, Inc.

Founded in 2009, Trunity Holdings, Inc. (OTCBB/OTCQB:TNTY) (“Trunity”) has developed a collaborative knowledge management, publishing and education delivery platform which provides an end-to-end solution for the rapidly growing eTextbook, eLearning and enterprise training marketplaces. As a result of the platform’s innovative multi-tenant cloud-based architecture, Trunity allows content from multiple sources to be assembled into customized living digital textbooksand courseware and delivered with real-time updates directly to the student on any Internet-enabled computer or mobile device. The content powered by Trunity is seamlessly integrated with learning management, social collaboration, standards alignment, real-time analytics and royalty-tracking functionality. Trunity currently hosts a growing global community of over 4,300 expert contributors made up of top scientists and educators, who create peer-reviewed educational content. The Company’s clients include leading colleges, universities, K-12 schools, corporate enterprisesand government agencies worldwide. Headquartered in Portsmouth, New Hampshire, Trunity has operations in North America and internationally. For more information, visitwww.trunity.com.

Statement Under the Private Securities Litigation Reform Act

As contemplated by the provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains forward-looking statements pertaining to future, anticipated, or projected plans, performances and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates or predictions of future results or events and there can be no assurance that actual results or events will not materially differ from expectations. Further information on potential factors that could affect Trunity Holdings Inc. is included in the Company's filings with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.

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