Current Report Filing (8-k)
14 March 2015 - 5:34AM
Edgar (US Regulatory)
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 10, 2015
ORYON TECHNOLOGIES, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
001-34212 |
26-2626737 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
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4251 Kellway Circle, Addison, Texas 75001 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including
area code: (214) 267-1321
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N/A |
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(Former name or former address, if changed since last report.) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c) |
TABLE OF CONTENTS
8-K
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
On February 9, 2015
Oryon Technologies, Inc. (the “Company”) received notice from Myant Capital Partners, Inc. and Tony Chahine (collectively,
the “Myant Payees”) and M. Richard Marcus, MRM Acquisitions, LLC, and Oryon Capital, LLC (collectively, the “Marcus
Payees,” and together with the Myant Payees, “Payees”) stating that the Company is in default under the Secured
Promissory Note dated November 7, 2014 in the original principal amount of $1,100,000 executed by the Company and payable to Payees
(the “Note”), due to the Company’s failure to timely pay an initial payment to the Myant Payees in the amount
of $250,000 and an initial payment to the Marcus Payees in the amount of $250,000, and that the Company’s failure to make
these payments resulted in an Event of Default, as defined in the Note.
Based on the occurrence
of the Event of Default, Payees have declared the entire principal balance, together with all accrued but unpaid interest thereon,
to be immediately due and payable. Payees also demand all out-of-pocket expenses of Payees, including reasonable fees and disbursements
of counsel of Payees, in connection with enforcement of the Note.
On March 10, 2015 the
Company received from Payees a Notice of Disposition of Collateral (the “Notice”) Pledged under Intellectual Property
Security Agreement dated November 7, 2014 (the “Security Agreement”) stating that Payees will sell the collateral pledged
under the Security Agreement to the highest and best qualified bidder in a public sale to be held on April 10, 2015 (the “Sale
Date”).
The Company has no
funds to pay off the Note (principal, interest plus collection expenses incurred to date by counsel for Payees) or to continue
to operate. The Company is currently engaged in efforts to raise sufficient capital to pay the obligations to Payees in full on
or before the Sale Date and to provide for working capital. To date, such efforts have been unsuccessful. If the Company fails
to raise sufficient funds to pay its obligations to Payees and to provide for working capital, Payees will sell the collateral,
apply the proceeds against the Note, and the Company will go out of business. The Company is also subject to a temporary injunction
which prohibits the Company from taking any action with respect to the collateral, including selling or leasing it in order to
raise necessary funds to remain in business.
Disclaimer
This Current Report
on Form 8-K may contain, among other things, certain forward-looking statements, including, without limitation, (i) statements
with respect to the Company’s plans, objectives, expectations and intentions and (ii) other statements identified by words
such as “may,” “could,” “would,” “should,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans” or similar expressions. These statements
are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and
uncertainties.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 12, 2015 |
ORYON TECHNOLOGIES, INC. |
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By: |
/s/ George Hatzimihail |
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George Hatzimihail, Director |