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): August 26, 2013

AllDigital Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

(949) 250-7340

Registrant’s Telephone Number, Including Area Code:

(Former name, former address, and formal fiscal year, 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:

 Item 1.01 Entry into a Material Definitive Agreement

As previously announced, on January 6, 2013, AllDigital Holdings, Inc., a Nevada corporation (“AllDigital”) entered into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with Broadcast International, Inc., a Utah corporation (“Broadcast”) and Alta Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of Broadcast (“Merger Sub”). The Merger Agreement, which was previously amended on April 9, 2013 and June 30, 2013, contemplates that, assuming the satisfaction of certain conditions precedent to closing, Merger Sub will be merged with and into AllDigital, and AllDigital will survive as a wholly-owned subsidiary of Broadcast.

On August 26, 2013, Broadcast, Merger Sub and AllDigital entered into a Third Amendment to Agreement and Plan of Merger (the “Amendment”). The primary purpose of the Amendment is to facilitate an offering of Notes by AllDigital and Broadcast, which offering and Notes are described in greater detail in Item 3.02 below. The Merger Agreement requires as a condition to closing that Broadcast have post-merger financing commitments in place for the purchase of no less than $1.5 million, and no more than $3.5 million, of Broadcast common stock. The Amendment clarifies that the obligation of Broadcast to obtaining post-merger financing commitments at closing is reduced by the amount that AllDigital receives in the Note offering.

In addition, upon closing of the Merger, AllDigital security holders are to receive a number of shares, options and warrants, as applicable, equal to 58% of the fully diluted capital stock of Broadcast immediately after closing (but prior to any financing). The Amendment clarifies that the Notes are excluded from the calculation of fully diluted capital stock for both Broadcast and AllDigital.

Finally, the Amendment requires that certain intellectual property issues identified by AllDigital be formally resolved before closing and eliminates the discretionary three-day termination right that was added with the First Amendment to Agreement and Plan of Merger on April 9, 2013.

The above summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

AllDigital offered and sold an aggregate of $1.325 million in Convertible Promissory Notes (the “Notes”) to an aggregate of 6 individual and institutional investors. Closing on the Notes occurred on August 26, 2013. Closing on an additional approximately $155,000 in Notes is expected to occur over approximately the next week.

The Notes bear interest at a rate of 9% per annum from and after December 1, 2013 and are due on August 1, 2014,, provided that absent an event of defaults, the Notes will automatically convert shares of common stock of AllDigital or Broadcast prior to the due date for the Notes.

If the proposed Merger, closes prior to November 30, 2013, amounts owed under the Notes automatically convert into shares of common stock of Broadcast at a conversion price equal to the lesser of (a) the lowest price per share at which Broadcast common stock is sold in an offering of capital stock for cash by Broadcast that closes, or in which firm commitments are received, on or about the closing date of the Merger, and (b) the quotient of (i) $15,000,000, divided by (ii) the number of shares of Broadcast common stock issued and outstanding immediately following the Merger closing (assuming the exercise or conversion of all options or warrants to purchase, and all instruments convertible into, Broadcast common stock, other than the Notes and related agreements). Broadcast is a party to the Notes in order to facilitate these conversion provisions.

Upon the early to occur of (a) November 30, 2013, if the Merger has not closed, or (b) the termination of the Merger Agreement (such earlier date, the “Merger Termination Date”), amounts owed under the Notes automatically convert into shares of common stock of AllDigital at a conversion price equal to the lesser of (i) the lowest price per share at which AllDigital’s common stock is sold in an offering of capital stock for cash by AllDigital that closes, or in which firm commitments are received, after the date of the Notes and prior to the Merger Termination Date, and (ii) the quotient of (A) $6,750,000, divided by (B) number of shares of common stock of AllDigital issued and outstanding on the Merger Termination Date (assuming the exercise or conversion of all options or warrants to purchase, and all instruments convertible into, AllDigital common stock, other than the Notes and agreements on substantially similar terms).

Events of default under the Note include the failure to make payments on any payment due date, the breach of a non-payment covenant which continues for 15 days following AllDigital’s receipt of a notice of breach, voluntary bankruptcy or the continuance of an involuntary proceeding for 30 days after commencement. The Notes are not secured, but the holders otherwise have available standard creditor remedies.

The above summary of the Notes is qualified in its entirety by reference to the full text of the form of Note filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”).

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 2.03 above in incorporated herein by reference. The Notes and shares of common stock of AllDigital issuable upon conversion of the Notes (collectively, the “Securities”) were offered and sold in reliance upon the exemptions for sales of securities not involving a public offering, as set forth in Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, based upon the following: (a) each investor confirmed that the investor was an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and/or had such background education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Securities; (b) there was no public offering or general solicitation with respect to the offering; (c) each investor was provided with certain disclosure materials and all other information requested with respect to AllDigital; (d) each investor acknowledged that the Securities being purchased were “restricted securities” for purposes of the Securities Act and agreed to transfer the underlying Securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; (e) a Form D is being filed with the SEC; and (f) a restrictive legend is being placed on the certificates representing the Securities.

Forward Looking Statements

Statements in this Report regarding the possibility of termination of the Merger Agreement without closing, or the possibility of the Merger closing, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not purely statements of historical fact should also be considered to constitute forward-looking statements. Actual results or events to differ materially from those indicated by such forward-looking statements, including the risk that the proposed Merger may not close as a result of, among other possible reasons, failure to obtain shareholder approval on a timely basis or at all, failure of Broadcast to satisfy certain financial covenants and other risks and uncertainties more fully described in AllDigital’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC. Investors and security holders are also urged to read the risk factors set forth in the joint proxy statement/prospectus carefully when they are available.

In addition, the statements made in this Report reflect information and beliefs as of the date of the filing of the Report. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. Although we may elect to update these forward-looking statements publicly at some point in the future, we specifically disclaim any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date after the date of filing of this Report.

Item 9.01 Financial Statements and Exhibits

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.