USEL / usell.com, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

usell.com, Inc.
US ˙ OTC
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1271075
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to usell.com, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
January 14, 2019 SC 13G/A

USEL / usell.com, Inc. / Senior Health Insurance Co Of Pennsylvania - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

Amendment No. 2 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2)* uSell.com, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the ap

January 11, 2019 SC 13D/A

USEL / usell.com, Inc. / PITON CAPITAL PARTNERS LLC - SCHEDULE 13D AMENDMENT NO. 6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 (Name, Address and Telephone Nu

January 10, 2019 15-12G

USEL / usell.com, Inc. 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-50494 uSell.com, Inc. (Exact name of registrant as specified in its cha

December 21, 2018 RW

USEL / usell.com, Inc. RW

uSell.com Inc. 18 West 18th Street New York, NY, 10011 December 21, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Request to Withdraw Registration Statement on Form S-1 (File No. 333-221825) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933 (the “Securities Act”), uSell.com, Inc. (the “Regis

December 11, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 5, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

December 11, 2018 EX-4.1

2018 Equity Incentive Plan, effective December 5, 2018

Exhibit 4.1 usell.com, Inc. 2018 EQUITY INCENTIVE PLAN uSell.com, Inc. (the “Company”) hereby establishes this 2018 Equity Incentive Plan (the “Plan”), effective December 5, 2018 (“Effective Date”). 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the uSell.com, Inc. 2018 Equity Incentive Plan. The purposes of the Plan are to (a) enable the Company, and any Affiliate to attra

December 10, 2018 SC 13D/A

USEL / usell.com, Inc. / PITON CAPITAL PARTNERS LLC - SCHEDULE 13D AMENDMENT NO. 5 DATED DECEMBER 10, 2018 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 (Name, Address and Telephone Nu

November 27, 2018 EX-10.1

Loan and Security Agreement by and among the Company, its wholly owned subsidiaries, Siena Lending Group LLC, dated November 20, 2018**

Exhibit 10.1 LOAN AND SECURITY AGREEMENT Dated as of November 20, 2018 between Siena Lending Group LLC, as Lender, WE SELL CELLULAR LLC, UPSTREAM PHONE COMPANY USA, INC., PHONEX, INC., as Borrowers, and USELL.COM, INC., BST DISTRIBUTION, INC., UPSTREAM PHONE HOLDINGS, INC., HD CAPITAL HOLDINGS, LLC, as Loan Parties TABLE OF CONTENTS Page 1. LOANS AND LETTERS OF CREDIT 1 1.1 Amount of Loans / Lette

November 27, 2018 EX-10.2

Master License and Services Agreement by and among the Company, PhoneX and Brightstar, dated November 20, 2018**

Exhibit 10.2 MASTER LICENSE AND SERVICES AGREEMENT This Master License and Services Agreement (this “Agreement”), effective as of November 20, 2018 (the “Effective Date”), is by and among uSell.com, Inc., with offices located at 18 West 18th Street, New York, NY 10011, (“uSell”), PhoneX, Inc., with offices located at 18 West 18th Street, New York, NY 10011 (“PhoneX, Inc.” or “PhoneX” and together

November 27, 2018 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): November 20, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

November 27, 2018 SC 13D/A

USEL / usell.com, Inc. / PITON CAPITAL PARTNERS LLC - SCHEDULE 13D AMENDMENT NO. 4 DATED NOVEMBER 27, 2018 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 (Name, Address and Telephone Nu

November 21, 2018 EX-10.1

Form of Securities Purchase Agreement dated November 20, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2018, between uSell.com, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page to this Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

November 21, 2018 EX-4.1

Form of Convertible Note *

Exhibit 4.1 THE SHARES UNDERLYING THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST. CONV

November 21, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 20, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

November 20, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 14, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

November 19, 2018 10-Q

USEL / usell.com, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 uSell.com, Inc.

November 16, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 12, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

November 15, 2018 NT 10-Q

USEL / usell.com, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-50494 NOTIFICATION OF LATE FILING CUSIP NUMBER 917296204 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

October 26, 2018 SC 13D/A

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13D AMENDMENT NO. 3 DATED OCTOBER 26, 2018 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 (Name, Address and Telephone Nu

October 23, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 18, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

October 12, 2018 EX-10.1

Form of Forbearance and Fifth Amendment Agreement dated October 1, 2018 *

Exhibit 10.1 FORBEARANCE AND FIFTH AMENDMENT AGREEMENT This Forbearance and Fifth Amendment Agreement (this “Amendment Agreement”), effective as of October 5, 2018, by and among uSell.com, Inc., a Delaware corporation (“USELL”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular LLC, a Delaware limited liability company (“WE SELL” together with uSell and BST, each a “Company”

October 12, 2018 EX-10.2

Form of Fourth Amended and Restated Secured Note dated October 1, 2018***

Exhibit 10.2 EXECUTION VERSION THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.12

October 12, 2018 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1132608k.htm 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 5, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporat

August 14, 2018 10-Q

USEL / usell.com, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 uSell.com, Inc. (Exac

July 11, 2018 EX-10.2

Form of Third Amended and Restated Secured Term Note dated July 2, 2018***

Exhibit 10.2 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-3(b)(1)(i). THI

July 11, 2018 EX-10.1

Form of Forbearance and Fourth Amendment Agreement dated July 2, 2018***

Exhibit 10.1 FORBEARANCE AND FOURTH AMENDMENT AGREEMENT This Forbearance and Fourth Amendment Agreement (this “Amendment Agreement”), effective as of July 2, 2018, by and among uSell.com, Inc., a Delaware corporation (“USELL”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular LLC, a Delaware limited liability company (“WE SELL” together with uSell and BST, each a “Company”

July 11, 2018 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1113348k.htm 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): July 5, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation

June 1, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 29, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numbe

May 29, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 22, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numbe

May 21, 2018 EX-10.3

Letter Agreement dissolving LLC

Exhibit 10.3 May 4, 2018 Reference is made to the (a) Limited Liability Company Agreement of (“Company”) dated as of January 13, 2017 (the “LLC Agreement”) and (b) Services Agreement dated as of January 13, 2017 by and between uSell.com, Inc. (“USELL”) and the Company (the “Services Agreement”). Capitalized terms used herein that are not defined shall have the respective meanings given to them in

May 21, 2018 10-Q

USEL / usell.com, Inc. 10-Q (Quarterly Report)

10-Q 1 s11008510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

May 16, 2018 NT 10-Q

USEL / usell.com, Inc. NT 10-Q

NT 10-Q 1 s11023712b25.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-50494 NOTIFICATION OF LATE FILING CUSIP NUMBER 917296204 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tran

May 10, 2018 EX-10.2

Form of Second Amended and Restated Secured Term Note ***

Exhibit 10.2 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-3(b)(1)(i). THI

May 10, 2018 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1101058k.htm 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): May 4, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation)

May 10, 2018 EX-10.1

Form of Forbearance and Third Amendment Agreement dated May 4, 2018 ***

Exhibit 10.1 FORBEARANCE AND THIRD AMENDMENT AGREEMENT This Forbearance and Third Amendment Agreement (this “Amendment Agreement”), effective as of May 4, 2018, by and among uSell.com, Inc., a Delaware corporation (“USELL”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular LLC, a Delaware limited liability company (“WE SELL” together with uSell and BST, each a “Company” and

April 17, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 11, 2018 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Num

April 4, 2018 EX-21.1

Subsidiaries

Exhibit 21.1 Subsidiaries The following are the Company’s subsidiaries which are conducting business: Name Place of Incorporation HD Capital Holdings LLC Delaware We Sell Cellular, LLC Delaware BST Distribution, Inc. New York

April 4, 2018 10-K

USEL / usell.com, Inc. 10-K (Annual Report)

10-K 1 s10948210k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to usell.com, Inc. (Exact name of

April 3, 2018 NT 10-K

USEL / usell.com, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-50494 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 917296204 (Check One): xForm 10-K ☐Form 20-F ☐Form 11-K ☐Form 10-Q ☐Form 10-D ☐Form N-SAR ☐Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

December 27, 2017 424B3

USELL.COM, INC. 7,880,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-221825 USELL.COM, INC. PROSPECTUS 7,880,000 Shares of Common Stock This prospectus relates to the sale of up to 7,880,000 shares of usell.com, Inc. common stock which may be offered by the selling shareholders identified in this prospectus. We will not receive any proceeds from the sales of shares of our common stock by the selling shareholders

December 20, 2017 CORRESP

USEL / usell.com, Inc. ESP

uSell.com, Inc. 171 Madison Ave., 17th Floor New York, NY 10016 December 20, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Larry Spirgel Re: uSell.com, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 12, 2017 File No. 000-50494 Registration No. 333-221825 Ladies and

December 19, 2017 S-1/A

USEL / usell.com, Inc. S-1/A

As filed with the Securities and Exchange Commission on December 19, 2017 Registration No.

December 19, 2017 CORRESP

USEL / usell.com, Inc. ESP

uSell.com, Inc. 171 Madison Avenue, 17th Floor New York, NY 10016 December 19, 2017 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: uSell.com, Inc. Registration Statement on Form S-1 Filed November 30, 2017 File No. 333-221825 Dear Mr. Spirgel: Please find our response to the comment received from the Staff in the let

November 30, 2017 S-1

USEL / usell.com, Inc. S-1

As filed with the Securities and Exchange Commission on November 30, 2017 Registration No.

November 28, 2017 SC 13G

USEL / usell.com, Inc. / PVAM Perlus Microcap Fund, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) USELL.COM, INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 917296204 (CUSIP Number) November 16, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

November 22, 2017 EX-10.3

Form of Amendment to the Tepfer Employment Agreements*

Exhibit 10.3 November , 2017 We Sell Cellular LLC BST Distribution, Inc. 171 Madison Avenue, 17th FL 171 Madison Avenue, 17th FL New York, NY 10016 New York, NY 10016 Attention: Nikhil Raman, Manager Attention: Nikhil Raman, Chairman Re: Amendments to Employment Agreement Dear Nik: Reference is made in this Letter Agreement (the ?Letter Agreement?) to the Employment Agreement dated October 23, 201

November 22, 2017 EX-10.1

Form of Securities Purchase Agreement **

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November , 2017, between uSell.com, Inc., a Delaware corporation (the ?Company?), and each purchaser identified in the Schedule of Purchasers hereto attached as Schedule A (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to t

November 22, 2017 EX-10.2

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of November , 2017, between uSell.com, Inc., a Delaware corporation (the ?Company?) and each of the several purchasers as listed in Exhibit A of the Purchase Agreement (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). WHEREAS, the Company and the Purc

November 22, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1082638k.htm 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): November 16, 2017 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorpor

November 22, 2017 SC 13D/A

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13D AMENDMENT NO. 2 DATED NOVEMBER 22, 2017 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value Per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 (Name, Address and Telephone Nu

November 17, 2017 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1082308k.htm 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): November 13, 2017 uSell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorpor

November 17, 2017 EX-10.1

Amendment No. 2 to the Note Purchase Agreement dated January 13, 2017 *

Exhibit 10.1 SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT This Second Amendment to Note Purchase Agreement (this ?Amendment?), effective as of November 2, 2017, by and among uSell.com, Inc., a Delaware corporation (?USELL?), BST Distribution, Inc., a New York corporation (?BST?), We Sell Cellular LLC, a Delaware limited liability company (?WE SELL? together with uSell and BST, each a ?Company? and

November 14, 2017 10-Q

USEL / usell.com, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 uSell.com, Inc.

August 11, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 s1071528k.htm 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): August 11, 2017 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporat

August 11, 2017 EX-99.1

uSell.com Reports Second Quarter 2017 Results

Exhibit 99.1 uSell.com Reports Second Quarter 2017 Results First Half 2017 Growth of 8% in Revenue and 76% Decline in Operating Loss Additional Volume of Transactions Supported by Special Purpose Entity Sufficiently Capitalized for Growth Plans over Next 12 Months NEW YORK, NY / ACCESSWIRE / August 11, 2017 / uSell.com (USEL), a large market maker of used smartphones, today reported financial and

August 10, 2017 EX-10.13

First Amendment to Note Purchase Agreement

Exhibit 10.13 FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT This First Amendment to Note Purchase Agreement (this “Amendment”), effective as of June 29, 2017, by and among Usell.com, Inc., a Delaware corporation (“uSell”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular LLC, a Delaware limited liability company (“WE SELL” together with uSell and BST, each a “Company” and coll

August 10, 2017 10-Q

USEL / usell.com, Inc. 10-Q (Quarterly Report)

10-Q 1 s10703210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-

June 2, 2017 SC 13D/A

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13D AMENDMENT NO. 1 DATED JUNE 2, 2017 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam General Counsel and Chief Compliance Officer Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (

May 15, 2017 10-Q

usell.com QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 uSell.com, Inc. (Exa

March 30, 2017 10-K

usell.com 10-K (Annual Report)

10-K 1 s10550410k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to usell.com, Inc. (Exact name of

March 30, 2017 EX-3.2

Bylaws, as amended

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF USELL.COM, INC. Article I. Meeting of Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of directors of the Corporation. Section 2. Special

March 30, 2017 EX-10.3

2008 Equity Incentive Plan, as amended

Exhibit 10.3 usell.com, Inc 2008 Equity Incentive Plan, as amended 1. Scope of Plan; Definitions. (a) This 2008 Equity Incentive Plan (the ?Plan?) is intended to advance the interests of Money4Gold Holdings, Inc. (the ?Company?) by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers, directors, by creating incentives and rewards for their contribut

March 30, 2017 EX-21.1

Subsidiaries

Exhibit 21.1 Subsidiaries The following are the Company?s subsidiaries which are conducting business: Name Place of Incorporation HD Capital Holdings LLC Delaware We Sell Cellular, LLC Delaware BST Distribution, Inc. New York

March 29, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 s1057088k.htm CURRENT REPORT 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 29, 2017 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of

March 29, 2017 EX-99.1

uSell.com Reports 2016 Results Revenue Growth of 249% to $94.7 Million Expanded Capacity and Access to Supply Strengthened Financial Position to Grow Without Diluting Shareholders

Exhibit 99.1 uSell.com Reports 2016 Results Revenue Growth of 249% to $94.7 Million Expanded Capacity and Access to Supply Strengthened Financial Position to Grow Without Diluting Shareholders New York, NY ? (Accesswire) - March 29, 2017 - uSell.com (USEL), a large market maker of used smartphones, today reported financial and operational results for the twelve month period ended December 31, 2016

February 14, 2017 SC 13G/A

USEL / usell.com, Inc. / B Asset Manager, LP - AMENDMENT NO.1 TO SCHEDULE 13G Passive Investment

Amendment No.1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* uSell.com, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appr

February 14, 2017 EX-99.1

FEBRUARY 14, 2017

Exhibit 1 CUSIP No. 917296204 13G Page 1 of 1 EXHIBIT 1 TO SCHEDULE 13G FEBRUARY 14, 2017 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the entities named below hereby agrees to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other p

February 13, 2017 EX-99.1

FEBRUARY 10, 2017

Exhibit 1 CUSIP No. 917296204 13G Page 1 of 1 EXHIBIT 1 TO SCHEDULE 13G FEBRUARY 10, 2017 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the entities named below hereby agrees to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other p

February 13, 2017 SC 13G

USEL / usell.com, Inc. / B Asset Manager, LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* uSell.com, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 917296204 (CUSIP Number) March 31, 2016** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

January 19, 2017 EX-10.6

Form of Secured Term Note dated January 13, 2017

Exhibit 10.6 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-3(b)(1)(i). THI

January 19, 2017 EX-10.10

Form of Pledge Agreement dated January 13, 2017

EX-10.10 11 s105132ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT made as of this 13 day of January, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., New York corporation (“BST”), UPSTREAM PHONE HOLDINGS, INC., a Delaware corporation (

January 19, 2017 EX-10.1

Form of Services Agreement dated January 13, 2017

Exhibit 10.1 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the ?Agreement?) is entered into as of January 13, 2017 by and between uSell.com, Inc., a Delaware corporation and its Affiliates (collectively, the ?Service Provider?) and XXXX, a Delaware limited liability company (the ?Company?). Capitalized terms not defined herein shall have the meaning given to such terms in the LLC Agreement (as defin

January 19, 2017 EX-10.9

Form of Trademark Security Agreement dated January 13, 2017 ^^

EX-10.9 10 s105132ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 13 day of January, 2017 by USELL.COM, INC., a Delaware corporation (“Grantor”), in favor of XXXX, a Delaware limited liability company, in its capacity as agent (together with its successors and assigns in such capacity, the “Agent”) for the benefi

January 19, 2017 EX-10.3

Form of Non-Compete and Confidentiality Agreement – Scott and Brian Tepfer*

EX-10.3 4 s105132ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF NON-COMPETITION AND CONFIDENTIALITY AGREEMENT This Non-Competition and Confidentiality Agreement (the “Agreement”) is entered into as of January 13, 2017 (the “Effective Date”) by and among uSell.com, Inc., a Delaware corporation (“uSell”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular, LLC, a Delaware limited

January 19, 2017 EX-10.4

Form of Non-Compete and Confidentiality Agreement – Raman*

EX-10.4 5 s105132ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 NON-COMPETITION AND CONFIDENTIALITY AGREEMENT This Non-Competition and Confidentiality Agreement (the “Agreement”) is entered into as of January 13, 2017 (the “Effective Date”) by and among uSell.com, Inc., a Delaware corporation (“uSell”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular, LLC, a Delaware limited liabili

January 19, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 13, 2017 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

January 19, 2017 EX-10.7

Form of Security Agreement dated January 13, 2017

Exhibit 10.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) dated as of January 13, 2017 among USELL.COM, INC., a Delaware corporation (?USELL?), BST DISTRIBUTION, INC., a New York corporation (?BST?), WE SELL CELLULAR LLC, a Delaware limited liability company (?WE SELL?; together with USELL and BST, the ?Co

January 19, 2017 EX-10.8

Form of Subsidiary Guaranty dated January 13, 2017

Exhibit 10.8 SUBSIDIARY GUARANTY This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this ?Guaranty?) is made as of this 13 day of January, 2017, jointly and severally, by usell.com, Inc., a Delaware corporation (?usell?), BST Distribution, Inc., a New York corporation (?BST?), WE SELL CELLULAR LLC, a Delaware limited liability compa

January 19, 2017 EX-10.5

Form of Note Purchase Agreement dated January 13, 2017

EX-10.5 6 s105132ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 NOTE PURCHASE AGREEMENT XXXXXXXXXXXXX, as Agent PURCHASERS From Time to Time Party Hereto, USELL.COM, INC., BST DISTRIBUTION, INC. and WE SELL CELLULAR LLC Dated: January 13, 2017 Table of Contents Page 1. Agreement to Sell and Purchase 1 1.1 Offering 1 1.2 Intentionally Omitted 1 1.3 Purchase Price 2 2. Disbursement Letters; Closing Expenses 2

January 19, 2017 EX-10.2

Form of Contribution Agreement dated January 13, 2017

EX-10.2 3 s105132ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of January 13, 2017 by and between XXXXXXXXXXX, a Delaware limited liability company (“XXXX”), uSell.com, Inc., a Delaware corporation (“uSell”) and XXXX, a Delaware limited liability company (the “Company”). Except as otherwise provided, any capitalized terms u

January 19, 2017 EX-10.11

Form of Amendment to Management Agreement - Raman, Brauser and Scott and Brian Tepfer *

EX-10.11 12 s105132ex10-11.htm EXHIBIT 10.11 EXHIBIT 10.11 AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT This Amendment No. 1 to Management Agreement (this “Amendment”) is entered into as of this 13th day of January, 2017, by and among uSell.com, a Delaware corporation (“uSell”), Scott Tepfer (“Scott”), Brian Tepfer (“Brian” and together with Scott, the “Tepfers”), Daniel Brauser (“Brauser”) and Nikhil

December 30, 2016 SC 13D

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13D DATED DECEMBER 30, 2016 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 USELL.COM, INC. (Name of Issuer) Common Stock, $0.0001 Par Value per Share (Title of Class of Securities) 917296204 (CUSIP Number) Garrett Lynam General Counsel and Chief Compliance Officer Kokino LLC 201 Tresser Boulevard, 3rd Floor Stamford, CT 06901 (203) 595-4552 (Name

December 27, 2016 8-K

Regulation FD Disclosure, Other Events

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): December 22, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

November 10, 2016 10-Q

usell.com 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 uSell.com, Inc.

November 10, 2016 EX-10.1

Form of Amendment to Tepfers Employment Agreement*

Exhibit 10.1 USELL.COM, INC. 171 Madison Avenue, 17th Floor, PH New York, NY 10016 212.213.6805 July , 2016 Dear Brian and Scott: This letter agreement documents our understanding regarding your Placement Rights provided under Section 7.4 of that certain Stock Purchase Agreement among BST Distribution, Inc., each of you and uSell.com, Inc. (the ?Company?) dated October 23, 2015 (?SPA?). The Compan

November 10, 2016 CORRESP

usell.com ESP

uSell.com, Inc. 171 Madison Avenue, 17th Floor New York, NY 10016 November 10, 2016 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: uSell.com, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 31, 2016 File No. 000-50494 Dear Mr. Spirgel: Please find our responses to the comments received from you in

August 16, 2016 EX-99.1

uSell.com Reports Second Quarter 2016 Results

Exhibit 99.1 uSell.com Reports Second Quarter 2016 Results 849% YOY Revenue Growth to $25.8 Million; Net Loss Reduced to $33,000; Positive Adjusted EBITDA (a non-GAAP Financial Measure) of $572,000; Substantially Improved Margins; Successful Integration of uSell Technology NEW YORK, NY-(Marketwired - Aug 15, 2016) - uSell.com (OTCQB: USEL), a technology driven company focused on extracting the max

August 16, 2016 EX-99.1

uSell.com Reports Second Quarter 2016 Results

Exhibit 99.1 uSell.com Reports Second Quarter 2016 Results 849% YOY Revenue Growth to $25.8 Million; Net Loss Reduced to $33,000; Positive Adjusted EBITDA (a non-GAAP Financial Measure) of $572,000; Substantially Improved Margins; Successful Integration of uSell Technology NEW YORK, NY-(Marketwired - Aug 15, 2016) - uSell.com (OTCQB: USEL), a technology driven company focused on extracting the max

August 16, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4470798k.htm FORM 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): August 15, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incor

August 16, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4470798k.htm FORM 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): August 15, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incor

August 15, 2016 10-Q

usell.com FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 uSell.com, Inc. (Exac

August 2, 2016 8-K

usell.com FORM 8-K (Current Report/Significant Event)

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): July 27, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numb

May 16, 2016 10-Q

usell.com 10-Q (Quarterly Report)

10-Q 1 v43885410q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000

May 16, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4401078k.htm FORM 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): May 16, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorpor

May 16, 2016 EX-99.1

uSell.com Reports First Quarter 2016 Results 948% YOY Revenue Growth to $22.5 Million Increase in Working Capital to $6.8 Million Successful Launch of We Sell Cellular Auction Platform

Exhibit 99.1 uSell.com Reports First Quarter 2016 Results 948% YOY Revenue Growth to $22.5 Million Increase in Working Capital to $6.8 Million Successful Launch of We Sell Cellular Auction Platform New York, NY ? (Accesswire) - May 16, 2016 - uSell.com (USEL), a technology driven company focused on extracting the maximum value from used mobile devices, today reported results for the first quarter

April 27, 2016 EX-99.1

Cautionary Note Regarding Forward Looking Statements Certain statements in this presentation and responses to various questions include forward - looking statements, including statements regarding growth, opportunities for our business model, potenti

Exhibit 99.1 www.uSell.com Cautionary Note Regarding Forward Looking Statements Certain statements in this presentation and responses to various questions include forward - looking statements, including statements regarding growth, opportunities for our business model, potential increased gross margins and inventory turns and platform expansion . The words ?believe,? ?may,? ?estimate,? ?continue,?

April 27, 2016 8-K

usell.com FORM 8-K (Current Report/Significant Event)

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): April 27, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Num

April 27, 2016 EX-99.2

uSell.com Executive Summary

Exhibit 99.2 171 Madison Ave., 17th Floor, PH New York, NY 10016 212.213.6805 | uSell.com uSell.com Executive Summary uSell Business Overview uSell.com, Inc. is a technology based company focused on extracting the maximum value from used mobile devices, at large scale. uSell acquires products from both individual consumers, on its website, uSell.com, and from major carriers, big box retailers, and

April 20, 2016 8-K

usell.com FORM 8-K (Current Report/Significant Event)

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): April 14, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Num

April 20, 2016 EX-10.1

uSell.com, Inc. Amendment to the 2008 Equity Incentive Plan

Exhibit 10.1 uSell.com, Inc. Amendment to the 2008 Equity Incentive Plan uSell.com, Inc. amends its 2008 Equity Incentive Plan (the ?Plan?) as follows: Section 4 of the Plan shall be deleted and replaced by the following: 4. Common Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, par value $0.0001, or shares of Common Stock reacquired by the

April 1, 2016 8-K

usell.com 8-K (Current Report/Significant Event)

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 30, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Num

April 1, 2016 EX-10.4

Form of Secured Term Note issued March 30, 2016

Exhibit 10.4 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-3(b)(1)(i). THI

April 1, 2016 EX-10.3

Form of Amended and Restated Secured Term Note, originally issued December 1, 2015

Exhibit 10.3 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-3(b)(1)(i). THI

April 1, 2016 EX-10.2

Form of Amended and Restated Secured Term Note, originally issued October 23, 2015

Exhibit 10.2 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, USELL.COM, INC., A DELAWARE CORPORATION, LOCATED AT 171 MADISON AVENUE, 17TH FLOOR, NEW YORK, NEW YORK 10016, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-3(b)(1)(i). THI

April 1, 2016 EX-10.1

Form of Amendment No. 1 to Note Purchase Agreement - BAM Administrative Services, LLC

Exhibit 10.1 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 1 to NOTE PURCHASE AGREEMENT (this ?Amendment?), dated as of March 30, 2016 is entered into by and among USELL.COM, INC. (the ?USELL?), BST DISTRIBUTION, INC. (?BST?), WE SELL CELLULAR LLC (?WE CELL? and together with USELL and BST, each a ?Company? and collectively the ?Companies?), (each a ?Purchaser? and collectively the

March 31, 2016 EX-21.1

Subsidiaries

Exhibit 21.1 Subsidiaries The following are the Company?s subsidiaries which are conducting business: Name Place of Incorporation HD Capital Holdings LLC Delaware We Sell Cellular, LLC Delaware BST Distribution, Inc. New York

March 31, 2016 10-K

usell.com FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to usell.com, Inc. (Exact name of registrant as specified in

March 31, 2016 NT 10-K

usell.com NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-50494 (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form

March 30, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 30, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Num

March 30, 2016 EX-99.1

uSell.com Reports Strong Full Year 2015 Results 306% YOY Revenue Growth to $27.1 Million 68% YOY Pro-Forma Revenue Growth to $78.6 Million Increase in Working Capital to $5.6 Million and Stockholders’ Equity to $14.0 Million

Exhibit 99.1 uSell.com Reports Strong Full Year 2015 Results 306% YOY Revenue Growth to $27.1 Million 68% YOY Pro-Forma Revenue Growth to $78.6 Million Increase in Working Capital to $5.6 Million and Stockholders? Equity to $14.0 Million New York, NY ? (Marketwired) - March 30, 2016 - uSell.com (USEL), a technology based company focused on extracting the maximum value from used mobile devices, tod

March 9, 2016 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - SC 13G/A Passive Investment

SC 13G/A 1 v433775sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 204 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 16, 2016 SC 13G/A

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13G AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* USELL.COM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 16, 2016 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 204 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 12, 2016 SC 13G/A

USEL / usell.com, Inc. / Honig Barry C - SC 13G/A Passive Investment

SC 13G/A 1 v431684sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

January 12, 2016 EX-10.1

uSell.com, Inc. Amendment to the 2008 Equity Incentive Plan

Exhibit 10.1 uSell.com, Inc. Amendment to the 2008 Equity Incentive Plan uSell.com, Inc. amends its 2008 Equity Incentive Plan (the ?Plan?) as follows: Section 4 of the Plan shall be deleted and replaced by the following: 4. Common Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, par value $0.0001, or shares of Common Stock reacquired by the

January 12, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 6, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Nu

January 11, 2016 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma financial information has been derived from uSell.com, Inc.?s (?uSell? or the ?Company?) and BST Distribution, Inc.?s (?BST?) respective historical unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2015 and the respective hist

January 11, 2016 8-K/A

usell.com FORM 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2016 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

January 11, 2016 EX-99.2

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Interim Condensed Consolidated Balance Sheets 2 Interim Condensed Consolidated Statements of Operations 3 Interim Condensed Consolidated Statement of Changes in Stockholders? Equity 4 Interim Condensed Consolidated Statements of Cash Flows 5 Notes to Interim Condensed Consolidated Financial Statements 6 ? 12 BST DISTRIBUTION, INC. AND SU

January 11, 2016 EX-99.1

BST DISTRIBUTION, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 BST DISTRIBUTION, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Independent Auditor?s Report 2 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Stockholders? Equity (Deficit) 5 Consolidated Statements of Cash Flows

December 3, 2015 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 1, 2015 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

November 19, 2015 SC 13G/A

USEL / usell.com, Inc. / Frost Gamma Investments Trust - SC 13G/A Passive Investment

SC 13G/A 1 v425195sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5)* usell.com, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91

November 5, 2015 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13D, dated November 5, 2015, with respect to the Common Stock of uSell.com, Inc. is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d) under the Securities Exchange Act of 1934, as amended. Novembe

November 5, 2015 SC 13D

USEL / usell.com, Inc. / Brauser Daniel - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* uSell.com, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 917296204 (CUSIP Number) Daniel Brauser 171 Madison Ave. 17 Fl. New York, NY 10016 (516) 993-6008 Nikhil Raman 171 Madison Ave. 17 Fl. New York, NY 1

October 27, 2015 EX-10.6

Scott Tepfer Employment Agreement*

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) dated October 23, 2015, effective as of October 1, 2015, between BST Distribution, Inc., a New York corporation (?BST?), We Sell Cellular, LLC, a Delaware limited liability company (?We Sell?), (BST and We Sell, together, the ?Company?) and Scott Tepfer (the ?Executive?). The Executive acknowledges that while We Sell pri

October 27, 2015 EX-10.7

Note Purchase Agreement - BAM Administrative Services, LLC^^

Exhibit 10.7 NOTE PURCHASE AGREEMENT BAM ADMINISTRATIVE SERVICES, LLC, as Agent PURCHASERS From Time to Time Party Hereto, USELL.COM, INC., BST DISTRIBUTION, INC. and WE SELL CELLULAR LLC Dated: October 23, 2015 Table of Contents Page 1. Agreement to Sell and Purchase 1 1.1 Initial Offering 1 1.2 Deferred Draw Notes 2 1.3 Purchase Price 3 2. Disbursement Letters; Closing Expenses 3 3. Closing Shar

October 27, 2015 EX-10.3

Shareholders Agreement – Raman, Brauser and Tepfers

Exhibit 10.3 SHAREHOLDERS AGREEMENT This Shareholders Agreement (this ?Agreement?) is dated October 23, 2015, effective as of October 1, 2015, by and among, uSell.com, Inc., a Delaware corporation (?uSell?), Daniel Brauser (?Brauser?), Nikhil Raman (?Raman?), Scott Tepfer (?Scott?) and Brian Tepfer (?Brian?) (Brauser, Raman, Scott and Brian may sometimes be referred to herein individually as a ?Sh

October 27, 2015 EX-10.1

Stock Purchase Agreement – We Sell Cellular^^

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the ?Agreement?) dated October 23, 2015, effective as of October 1, 2015 (the ?Effective Date?), by and among BST Distribution, Inc. d/b/a We Sell Cellular, a New York corporation (?BST?), Scott Tepfer and Brian Tepfer (collectively, the ?Sellers?) and uSell.com, Inc., a Delaware corporation (the ?Buyer?). The Buyer, BST and the

October 27, 2015 EX-10.4

Management Agreement – Raman, Brauser and Tepfers

Exhibit 10.4 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this ?Agreement?) is dated October 23, 2015, effective as of October 1, 2015 (the ?Effective Date?) by and among uSell.com, Inc., a Delaware Corporation (?uSell?), Scott Tepfer (?Scott?), Brian Tepfer (?Brian,? and together with Scott, the ?Tepfers?), Daniel Brauser (?Brauser?), and Nikhil Raman (?Raman?). The Tepfers, uSell, Brauser and

October 27, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 26, 2015 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

October 27, 2015 8-K

usell.com FORM 8-K (Current Report/Significant Event)

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 27, 2015 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

October 27, 2015 EX-10.2

Registration Rights Agreement – Brian and Scott Tepfer

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is dated October 23, 2015, effective as of October 1, 2015 by and among uSell.com, Inc., a Delaware corporation (the ?Company?), and Brian Tepfer and Scott Tepfer (collectively, the ?Investors?). WHEREAS, the Company has agreed to provide certain registration rights to the Investors in order to induce t

October 27, 2015 EX-10.5

Brian Tepfer Employment Agreement*

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) dated October 23, 2015, effective as of October 1, 2015, between BST Distribution, Inc., a New York corporation (?BST?), We Sell Cellular, LLC, a Delaware limited liability company (?We Sell?), (BST and We Sell, together, the ?Company?) and Brian Tepfer (the ?Executive?). The Executive acknowledges that while We Sell pri

October 27, 2015 EX-99.1

uSell.com Closes Acquisition of We Sell Cellular Transformational Transaction Takes Advantage of Trends in Smartphone Trade-in 100% YOY Growth to $61 Million Revenue and $2.8 Million EBITDA Over Trailing Twelve Months Combined Company will be Cash Fl

Exhibit 99.1 uSell.com Closes Acquisition of We Sell Cellular Transformational Transaction Takes Advantage of Trends in Smartphone Trade-in 100% YOY Growth to $61 Million Revenue and $2.8 Million EBITDA Over Trailing Twelve Months Combined Company will be Cash Flow Positive from Day One New York, NY ? (Accesswire) - October 27, 2015 - uSell.com (OTCQB: USEL), the leading US-based reCommerce market

May 15, 2015 EX-99.1

uSell.com Announces First Quarter 2015 Results Year-over-Year Increase of 39% in Orders Completed Processed $19.5 Million in Gross Merchandise Value Over Last 12 Months

Exhibit 99.1 uSell.com Announces First Quarter 2015 Results Year-over-Year Increase of 39% in Orders Completed Processed $19.5 Million in Gross Merchandise Value Over Last 12 Months New York, NY ? (Accesswire) - May 14, 2015 ? uSell.com (USEL), the leading US-based reCommerce marketplace that instantly finds cash offers for used smartphones and electronics, announced today results for the first qu

May 15, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2015 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numbe

February 17, 2015 SC 13G/A

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* USELL.COM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 13, 2015 SC 13G/A

USEL / usell.com, Inc. / Frost Gamma Investments Trust - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)* usell.com, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 20

February 13, 2015 SC 13G/A

USEL / usell.com, Inc. / Unterman Gerald - FORM SC 13G/A Passive Investment

SC 13G/A 1 v398757sc13ga.htm FORM SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 13, 2015 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 204 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 13, 2015 SC 13G/A

USEL / usell.com, Inc. / Czeizler Marcy - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨

February 13, 2015 SC 13G/A

USEL / usell.com, Inc. / Honig Barry C - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨

November 26, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 21, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

November 26, 2014 EX-10.1

usell.com, Inc. Amendment to the 2008 Equity Incentive Plan

Exhibit 10.1 usell.com, Inc. Amendment to the 2008 Equity Incentive Plan usell.com, Inc. amends its 2008 Equity Incentive Plan (the “Plan”) as follows: Section 4 of the Plan shall be deleted and replaced by the following: 4. Common Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, par value $0.0001, or shares of Common Stock reacquired by the

November 7, 2014 EX-3.1

Amendment to Second Amended and Restated Bylaws

Exhibit 3.1 uSell.com, Inc. Amendment to the Second Amended and Restated Bylaws The following amendment was adopted by the Board of Directors on November 6, 2014. “Article III. Officers. Section 2. Duties.” of the Second Amended and Restated Bylaws is amended to read in its entirety as follows: The officers of this Corporation shall have and perform the powers and duties usually pertaining to thei

November 7, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 4, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

September 10, 2014 SC 13G/A

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13G AMENDMENT NO. 1 DATED SEPTEMBER 9, 2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* USELL.COM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) September 4, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

August 21, 2014 SC 13G

USEL / usell.com, Inc. / Schreyer Leslie J - SCHEDULE 13G DATED AUGUST 21, 2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* USELL.COM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) August 11, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

August 15, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 11, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Nu

August 15, 2014 EX-10.1

COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENT

Exhibit 10.1 COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 1 North Federal Highway Boca Raton, Florida 33432 August 11, 2014 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between USell.com, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall s

August 15, 2014 EX-4.1

WARRANT CERTIFICATE EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER 5 P.M. New York City time, ON AUGUST 11, 2019. USELL.COM, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.0

Exhibit 4.1 WARRANT CERTIFICATE EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER 5 P.M. New York City time, ON AUGUST 11, 2019. USELL.COM, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.0001 PER SHARE No. Warrants This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, ea

August 13, 2014 424B4

USELL.COM, INC. 1,550,000 Units, Each Unit consisting of One Share of Common Stock and One-Half Warrant to purchase One Share of Common Stock

424B4 1 v386618424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-184007 USELL.COM, INC. PROSPECTUS 1,550,000 Units, Each Unit consisting of One Share of Common Stock and One-Half Warrant to purchase One Share of Common Stock We are offering up to 1,550,000 units at a price per unit of $3.00. Each unit consists of one share of common stock and one-half warrant to purchase one sh

August 12, 2014 EX-99.1

uSell.com Prices $4.65 Million Registered Direct Offering

Exhibit 99.1 uSell.com Prices $4.65 Million Registered Direct Offering New York, NY – (Marketwired) - August 12, 2014 - uSell.com, Inc. (OTCBB: USEL), a leading US-based reCommerce marketplace that instantly finds cash offers for used smartphones and electronics, announced today that it has priced a registered direct public offering of units consisting of one share of common stock and a warrant to

August 12, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 12, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Nu

August 8, 2014 CORRESP

USEL / usell.com, Inc. CORRESP - -

August 8, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 8, 2014 CORRESP

USEL / usell.com, Inc. CORRESP - -

uSell.com, Inc. 33 E. 33rd Street, Ste. 1101 New York, NY 10016 August 8, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Larry Spirgel Re: uSell.com, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed August 4, 2014 File No. 333-184007 Ladies and Gentlemen: Pursuant to Rule 461 u

August 4, 2014 CORRESP

USEL / usell.com, Inc. CORRESP - -

uSell.com, Inc. 33 E. 33rd Street, Ste. 1101 New York, NY 10016 August 4, 2014 Via EDGAR Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: uSell.com, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed July 22, 2014 File No. 333-184007 Dear Mr. Spirgel: In response to the Staff’s Comment Letter dated August

August 4, 2014 EX-4.3

UNIT PURCHASE OPTION FOR THE PURCHASE OF [•] UNITS OF USELL.COM, INC.

EX-4.3 3 v385562ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS UNIT PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS UNIT PURCHASE OPTION, OR SUBJECT THIS UNIT

August 4, 2014 S-1/A

USEL / usell.com, Inc. S-1/A - - S-1/A

S-1/A 1 v385562s1a.htm S-1/A As filed with the Securities and Exchange Commission on August 4, 2014 Registration No. 333-184007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USELL.COM, INC. (Exact name of registrant as specified in its charter) Delaware 7389 98-0412432 (State or other jurisdi

August 4, 2014 EX-1.1

COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 1 North Federal Highway Boca Raton, Florida 33432 August , 2014 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between USell.com, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serv

July 22, 2014 CORRESP

USEL / usell.com, Inc. CORRESP - -

USELL.COM, INC. 33 E. 33rd Street, Suite 1101 New York, New York 10016 July 22, 2014 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. Registration Statement on Form S-1/A Filed July 22, 2014 File No.: 333-184007 Dear Mr. Spirgel: Earlier today, usell.com, Inc. filed an amendment to the Registration Stat

June 5, 2014 EX-4.3

UNIT PURCHASE OPTION FOR THE PURCHASE OF [•] UNITS OF USELL.COM, INC.

THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS UNIT PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS UNIT PURCHASE OPTION, OR SUBJECT THIS UNIT PURCHASE OPTION TO ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC.

June 5, 2014 EX-4.2

USELL.COM, INC. AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF JUNE _______, 2014

EX-4.2 4 v380518ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 USELL.COM, INC. AND AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF JUNE , 2014 THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of June , 2014, between uSell.com, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having

June 5, 2014 EX-4.1

FORM OF WARRANT CERTIFICATE EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER 5 P.M. New York City time, ON , 2019. USELL.COM, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.00

Exhibit 4.1 FORM OF WARRANT CERTIFICATE EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER 5 P.M. New York City time, ON , 2019. USELL.COM, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.0001 PER SHARE No. Warrants This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, eac

June 5, 2014 CORRESP

-

USELL.COM, INC. 33 E. 33rd Street, Suite 1101 New York, New York 10016 June 5, 2014 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. Response letter to SEC’s May 29, 2014 letter Registration Statement on Form S-1/A Filed June 4, 2014 File No.: 333-184007 Dear Mr. Spirgel: Please find our response to the

June 5, 2014 S-1/A

- FORM S-1/A

S-1/A 1 v380518s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on June 5, 2014 Registration No. 333-184007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USELL.COM, INC. (Exact name of registrant as specified in its charter) Delaware 7389 98-0412432 (State or other juri

June 5, 2014 EX-1.1

UNDERWRITING AGREEMENT USELL.COM, INC. DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters USELL.COM, INC. UNDERWRITING AGREEMENT

EX-1.1 2 v380518ex1-1.htm EXHIBIT 1.1 UNDERWRITING AGREEMENT between USELL.COM, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters USELL.COM, INC. UNDERWRITING AGREEMENT New York, New York [•], 2014 Dawson James Securities, Inc. As Representative of the several Underwriters named on Schedule 1 attached hereto 1 North Federal Highway, 5th Floor Boca Raton, FL 3343

May 30, 2014 EX-3.1

usell.com, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES A CONVERTIBLE PREFERRED STOCK

usell.com, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK I, Daniel Brauser, Chief Executive Officer of usell.com, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, DO HEREBY CERTIFY: That pursuant to Section 242(b) of the Delaware Corporation Law and the provi

May 30, 2014 EX-3.2

usell.com, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES C CONVERTIBLE PREFERRED STOCK

usell.com, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK I, Daniel Brauser, Chief Executive Officer of usell.com, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, DO HEREBY CERTIFY: That pursuant to Section 242(b) of the Delaware Corporation Law and the provi

May 30, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 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): May 23, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numbe

May 21, 2014 S-1/A

- FORM S-1/A

S-1/A 1 v378556s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on May 20, 2014 Registration No. 333-184007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USELL.COM, INC. (Exact name of registrant as specified in its charter) Delaware 7389 98-0412432 (State or other juri

May 21, 2014 EX-1.1

UNDERWRITING AGREEMENT USELL.COM, INC. DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters USELL.COM, INC. UNDERWRITING AGREEMENT

EX-1.1 2 v378556ex1-1.htm EXHIBIT 1.1 UNDERWRITING AGREEMENT between USELL.COM, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters USELL.COM, INC. UNDERWRITING AGREEMENT New York, New York [•], 2014 Dawson James Securities, Inc. As Representative of the several Underwriters named on Schedule 1 attached hereto 1 North Federal Highway, 5th Floor Boca Raton, FL 3343

May 21, 2014 DEF 14C

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement USELL.COM, INC. (Na

May 21, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities - FORM 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): May 15, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numbe

May 21, 2014 EX-4.3

UNIT PURCHASE OPTION FOR THE PURCHASE OF [•] UNITS OF USELL.COM, INC.

EX-4.3 5 v378556ex4-3.htm EXHIBIT 4.3 THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS UNIT PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS UNIT PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHT

May 21, 2014 EX-4.1

FORM OF WARRANT CERTIFICATE EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER 5 P.M. New York City time, ON , 2019. USELL.COM, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.00

FORM OF WARRANT CERTIFICATE EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER 5 P.

May 21, 2014 EX-4.2

EX-4.2

May 21, 2014 CORRESP

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USELL.COM, INC. 33 E. 33rd Street, Suite 1101 New York, New York 10016 May 20, 2014 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. Response letter to SEC’s May 9, 2014 letter Registration Statement on Form S-1/A Filed April 15, 2014 File No.: 333-184007 Dear Mr. Spirgel: Please find our response to th

April 16, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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): April 11, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Num

April 15, 2014 S-1/A

- FORM S-1/A

As filed with the Securities and Exchange Commission on April 14, 2014 Registration No.

March 28, 2014 10-K

usell.com FORM 10-K (Annual Report)

10-K 1 v36945110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to uSell.com, Inc. (Exact na

March 28, 2014 EX-10.11

RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.11 RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this ?Agreement?), entered into as of October 31, 2013 (the ?Grant Date?), sets forth the terms and conditions of an award (this ?Award?) of restricted stock units (?Units?) granted by usell.com, Inc., a Delaware corporation (the ?Company?), to (the ?Recipient?) under the 2008 Equity Incentive Plan (the ?Plan?). 1.

March 28, 2014 EX-3.13

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION

Exhibit 3.13 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION usell.com, Inc. (the ??Company??), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ??Delaware General Corporation Law??), hereby certifies as follows: 1. The Company was incorporated by the filing of a Certificate of Incorporation with the Secretary of State of Delaware on Nov

March 26, 2014 SC 13G

USEL / usell.com, Inc. / Czeizler Marcy - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) March 17, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule

March 20, 2014 SC 13D/A

USEL / usell.com, Inc. / Zyman Sergio - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Final Amendment)* usell.com, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 917296105 (CUSIP Number) Proskauer Rose LLP Eleven Times Square New York, NY 10036 Attention: Michael S. Sirkin, Esq. (Name, Address and Telephone Number of

March 4, 2014 EX-3.1

CERTIFICATE OF DESIGNATION SERIES E PREFERRED STOCK OF USELL.COM, INC.

CERTIFICATE OF DESIGNATION OF SERIES E PREFERRED STOCK OF USELL.COM, INC. I, Daniel Brauser, Chief Executive Officer of usell.com, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Corporation”), DO HEREBY CERTIFY: That pursuant to Section 151(g) of the Delaware General Corporation Law and the provisions of the Corporation’s Certificate of Incorpo

March 4, 2014 8-K

Financial Statements and Exhibits, Unregistered Sales of Equity Securities - FORM 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): February 26, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

February 21, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 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): February 14, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of (Commission File Number) (IRS Em

February 21, 2014 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2014, between usell.

February 14, 2014 SC 13G

USEL / usell.com, Inc. / Unterman Gerald - FORM SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Ru

February 14, 2014 SC 13G/A

USEL / usell.com, Inc. / Frost Gamma Investments Trust - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* usell.com, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 20

February 14, 2014 SC 13G/A

USEL / usell.com, Inc. / Raman Nik - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨

February 14, 2014 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 14, 2014 SC 13G/A

USEL / usell.com, Inc. / Honig Barry C - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296204 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨

January 29, 2014 8-K

Other Events - 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): January 28, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

January 22, 2014 EX-16.1

551 NW 77th Street Suite 201 ● Boca Raton, FL 33487 Phone: (561) 864-4444 ● Fax: (561) 892-3715 www.bermancpas.com ● [email protected] Registered with the PCAOB ● Member AICPA Center for Audit Quality Member American Institute of Certified Public A

January 21, 2014 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: usell.

January 22, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 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): January 19, 2014 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

December 27, 2013 DEF 14C

- FORM DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) þ Definitive Information Statement USELL.COM, INC. (Na

December 17, 2013 PRE 14C

- FORM PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement USELL.COM, INC. (Na

November 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 30, 2013 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

November 1, 2013 EX-10.1

usell.com, Inc. Amendment to the 2008 Equity Incentive Plan

Exhibit 10.1 usell.com, Inc. Amendment to the 2008 Equity Incentive Plan usell.com, Inc. amends its 2008 Equity Incentive Plan (the “Plan”) as follows: Section 4 of the Plan shall be deleted and replaced by the following: 4. Common Stock. The Common Stock subject to Stock Rights shall be authorized but unissued shares of Common Stock, par value $0.0001, or shares of Common Stock reacquired by the

October 28, 2013 SC 13D/A

USEL / usell.com, Inc. / Zyman Sergio - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* usell.com, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 917296105 (CUSIP Number) Proskauer Rose LLP Eleven Times Square New York, NY 10036 Attention: Michael S. Sirkin, Esq. (Name, Address and Telephone Number of

October 18, 2013 8-K

Other Events

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 18, 2013 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

October 16, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 1, 2013 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Nu

April 1, 2013 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to usell.com, Inc. (Exact name of registrant as specified in

April 1, 2013 EX-21.1

USELL.COM, INC.

Exhibit 21.1 USELL.COM, INC. Subsidiaries Money4Gold, Inc. March 26, 2008 Delaware HD Capital Holdings LLC February 14, 2008 Delaware Money4Gold Precious Metals, Inc. December 4, 2008 Canada

April 1, 2013 EX-10.11

usell.com, Inc 2008 Equity Incentive Plan, as amended

Exhibit 10.11 usell.com, Inc 2008 Equity Incentive Plan, as amended 1. Scope of Plan; Definitions. (a) This 2008 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Money4Gold Holdings, Inc. (the “Company”) by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers, directors, by creating incentives and rewards for their contribu

March 6, 2013 SC 13G

USEL / usell.com, Inc. / Raman Nik - FORM SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296105 (CUSIP Number) February 28, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Ru

March 6, 2013 SC 13D/A

USEL / usell.com, Inc. / Zyman Sergio - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) 1 usell.com, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 917296105 (CUSIP Number) Sergio Zyman 245 North Ocean Blvd., Suite 306 Fort Lauderdale, FL 33301 (954) 915-1550 With copies to: Nason, Yeager, Gerson White

March 6, 2013 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 105 (CUSIP Number) February 28, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

March 1, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 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): February 25, 2013 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

March 1, 2013 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION SERIES D PREFERRED STOCK USELL.COM, INC.

EX-3.1 2 v336775ex3-1.htm EXHIBIT 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK OF USELL.COM, INC. I, Daniel Brauser, President of usell.com, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Company”), DO HEREBY CERTIFY: That pursuant to Section 151(g) of the Delaware General Corporation Law and the provis

February 14, 2013 SC 13G/A

USEL / usell.com, Inc. / Honig Barry C - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 105 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o

February 14, 2013 SC 13G/A

USEL / usell.com, Inc. / Frost Gamma Investments Trust - FORM SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* usell.com, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 917296 105 (CUSIP Number) 12/31/2012 (Da

February 14, 2013 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* usell.com, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 105 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

January 29, 2013 SC 13D

USEL / usell.com, Inc. / Zyman Sergio - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) 1 usell.com, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 917296105 (CUSIP Number) Sergio Zyman 245 North Ocean Blvd., Suite 306 Fort Lauderdale, FL 33301 (954) 915-1550 With copies to: Nason, Yeager, Gerson White & L

January 16, 2013 CORRESP

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USELL.COM, INC. 245 North Ocean Blvd., Suite 306 Deerfield Beach, FL 33441 January 16, 2013 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. (formerly known as Upstream Worldwide, Inc.) Response letter to SEC’s October 18, 2012 letter Form 10-K for the fiscal year ended December 31, 2011 Filed March 30,

January 4, 2013 CORRESP

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USELL.COM, INC. 245 North Ocean Blvd., Suite 306 Deerfield Beach, FL 33441 January 4, 2013 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. (formerly known as Upstream Worldwide, Inc.) Form 10-K for the fiscal year ended December 31, 2011 Filed March 30, 2012 Form 10-Q for the quarter ended June 30, 201

December 27, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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): December 21, 2012 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

December 11, 2012 CORRESP

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USELL.COM, INC. 245 North Ocean Blvd., Suite 306 Deerfield Beach, FL 33441 December 11, 2012 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. (formerly known as Upstream Worldwide, Inc.) Response letter to SEC’s October 18, 2012 letter Form 10-K for the fiscal year ended December 31, 2011 Filed March 30

November 13, 2012 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - CURRENT REPORT

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): November 6, 2012 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

November 9, 2012 FWP

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

November 9, 2012 FWP

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

November 6, 2012 CORRESP

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USELL.COM, INC. 245 North Ocean Blvd., Suite 306 Deerfield Beach, FL 33441 November 6, 2012 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: usell.com, Inc. (formerly known as Upstream Worldwide, Inc.) Response letter to SEC’s October 18, 2012 letter Form 10-K for the fiscal year ended December 31, 2011 Filed March 30,

October 16, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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 10, 2012 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File N

September 21, 2012 EX-10.8

RESTRICTED STOCK AGREEMENT

Exhibit 10.8 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of July 18, 2012, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Upstream Worldwide, Inc., a Delaware corporation (the “Company”), to [See Schedule I] (the “Recipient”) outside of the 2008 Equity Incentive Plan. 1. Award. The Recipient was grante

September 21, 2012 EX-3.16

Second Amended and Restated Bylaws

EX-3.16 2 v323721ex3-16.htm AMENDED AND RESTATED BYLAWS Exhibit 3.16 SECOND AMENDED AND RESTATED BYLAWS OF USELL.COM, INC. Article I. Meeting of Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the ele

September 21, 2012 EX-10.7

Summary of Agreement

Exhibit 10.7 Summary of Agreement On April 24, 2012, usell.com, Inc. acquired 100% of EcoSquid Acquisition, Inc. (“Acquisition Corp”) by issuing 350,000 shares of Series D preferred stock to the Acquisition Corp shareholders including 90,000 shares each to Messrs. Doug Feirstein, Daniel Brauser, and Nik Raman and 25,000 shares each to Mr. Michael Brauser and another usell shareholder. The Series D

September 21, 2012 EX-10.10

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.10 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 18, 2012 (the “Grant Date”), between Upstream Worldwide, Inc. (the “Company”) and Sergio Zyman (the “Optionee”). WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company has granted the Optionee the right to purchase common stock of the Co

September 21, 2012 S-1

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 20, 2012 Registration No.

September 21, 2012 EX-10.9

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.9 NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 10, 2012 (the “Grant Date”), between Upstream Worldwide, Inc. (the “Company”) and [See Schedule I] (the “Optionee”), outside of the Company's 2008 Equity Incentive Plan. WHEREAS, pursuant to the authority of the Board of Directors (the “Board”), the Company has granted t

September 20, 2012 EX-3.1

- EXHIBIT 3.1

SECOND AMENDED AND RESTATED BYLAWS OF USELL.COM, INC. Article I. Meeting of Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of directors of the Corporation. Section 2. Special Meetings. S

September 20, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 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): September 14, 2012 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File

July 26, 2012 8-K

Other Events - FORM 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): July 23, 2012 usell.com, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission File Numb

July 20, 2012 SC 13G/A

USEL / usell.com, Inc. / Zyman Sergio - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Upstream Worldwide, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 105 (CUSIP Number) July 18, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

July 20, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 18, 2012 Upstream Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission

July 20, 2012 SC 13G/A

USEL / usell.com, Inc. / Brauser Michael - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 v319146sc13g-a.htm AMENDMENT NO. 3 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Upstream Worldwide, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917296 105 (CUSIP Number) July 18, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate

July 16, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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): July 10, 2012 Upstream Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission

June 18, 2012 SC 13G

USEL / usell.com, Inc. / Zyman Sergio - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Upstream Worldwide, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 916787 203 (CUSIP Number) June 8, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

June 18, 2012 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael D.

June 11, 2012 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 8, 2012 Upstream Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission F

June 11, 2012 EX-3.1

- AMENDMENT TO CERTIFICATE

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF UPSTREAM WORLDWIDE, INC. Upstream Worldwide, Inc. (the ‘‘Company’’), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ‘‘Delaware General Corporation Law’’), hereby certifies as follows: 1. The Company was incorporated by the filing of a Certificate of Incorporation with the S

May 15, 2012 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50494 Upstream Worldwide,

May 15, 2012 EX-3.13

CERTIFICATE OF DESIGNATION SERIES D PREFERRED STOCK UPSTREAM WORLDWIDE, INC.

CERTIFICATE OF DESIGNATION OF SERIES D PREFERRED STOCK OF UPSTREAM WORLDWIDE, INC.

May 7, 2012 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by Party other than Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

April 26, 2012 CORRESP

-

Nason, Yeager, Gerson, White & Lioce, P.A. 1645 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach, Florida 33401 April 26, 2012 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Re: Upstream Worldwide, Inc. File No.: 000-50494 Dear Mr. Spirgel: Please find our response to the comment received from you in your letter da

April 26, 2012 PRER14A

- AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by Registrant þ Filed by Party other than Registrant o Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

April 25, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - CURRENT REPORT

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): April 24, 2012 Upstream Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commission

March 5, 2012 CORRESP

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Upstream Worldwide, Inc. 200 E. Broward Blvd., Suite 1200 Ft. Lauderdale, FL 33301 March 5, 2012 Mr. Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 Dear Mr. Spirgel: Please find our response to the comment received from you in your letter dated February 21, 2012 related to the Preliminary Proxy Statement on Schedule 14A (the

March 2, 2012 8-K

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

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 29, 2012 Upstream Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50494 98-0412432 (State or other Jurisdiction of Incorporation) (Commiss

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