ORYON TECHNOLOGIES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-03-13: Form 8-K; Period of report 2015-03-10; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
- 2015-02-13: Form 8-K; Period of report 2015-02-09; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
- 2014-12-11: Form 8-K; Period of report 2014-12-11; Description 1.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.03.
- 2014-11-13: Form 8-K; Period of report 2014-11-05; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-03-13 | 8-K | 2015-03-10 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 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. | v404336_8k.htm |
| 2015-02-13 | 8-K | 2015-02-09 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 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. | v401596_8k.htm |
| 2014-12-11 | 8-K | 2014-12-11 | 1.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.03 On October 3, 2014, the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, (the “Court”) entered an order approving the disclosure statement (the “Disclosure Statement”) that describes the plan of reorganization (the “Plan”) that Oryon Technologies, Inc. (the “Company”) and other parties have presented to the Court. | v396357_8k.htm |
| 2014-11-13 | 8-K | 2014-11-05 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 The information set forth under Item 1.03 of this Current Report on Form 8-K (this “Report”) is incorporated into this Item 1.01 by reference. 1.03 As previously reported, on May 6, 2014 Oryon Technologies, Inc. (the “Company”) filed a voluntary petition for relief (the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Court”), Case No. 14-32293. 2.03 The information set forth under Item 1.03 of this Report is incorporated into this Item 2.03 by reference. 3.02 The information set forth under Item 1.03 of this Report is incorporated into this Item 3.02 by reference. 5.02 Pursuant to the Plan, the following directors will cease to be members of the board of directors of the Company as of the Effective Date: Thomas P. Schaeffer, Larry L. Sears, Richard K. Hoesterey and Clifton Shen. | v393870_8k.htm |
| 2014-05-08 | 8-K | 2014-05-08 | 1.03 Bankruptcy or Receivership | 1.03 Oryon Technologies, Inc. (“Oryon” or the “Company”) filed a Petition for protection under Chapter 11 of the U.S. Bankruptcy Code on May 6, 2014. | v377968_8k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 8.01 Other Events | 8.01 On May 7, 2014, a Form 8-K with a Date of Report of May 2, 2014 (the “May 2 Form 8-K”) was filed with the Securities and Exchange Commission (the “Commission”), purportedly on behalf of Oryon Technologies, Inc. (“Oryon”). | v377772_8k.htm |
| 2014-05-07 | 8-K | 2014-05-02 | 8.01 Other Events | 8.01 On May 2, 2014, in compliance with Nevada Revised Statutes Sections 78.320 and 78.335 and the bylaws of Oryon Technologies, Inc. (the “Company”), shareholders of the Company holding 196,200,937 common shares of the Company (the “Consenting Shareholders”) delivered to the Company a written consent in lieu of a meeting to remove Thomas O. Schaeffer, Clifton Kwang-Fu Shen, Larry L. Sears and Richard K. Hoesterey as directors of the Company and to elect Alexios Hatzimihail, Tony Chahine, John P. Kapeleris and Terrence G. O’Hanlon-Rose as directors of the Company. | v377620_8k.htm |
| 2014-04-11 | 8-K/A | 2014-03-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 The Second Closing under the Subscription Agreement, dated as of January 21, 2014, between Oryon Technologies, Inc. (the “Company”) and EFL Tech B.V. (“EFL Tech”) was completed as scheduled on February 28, 2014. | v374641_8ka.htm |
| 2014-02-24 | 8-K | 2014-02-20 | 8.01 Other Events | 8.01 On February 6, 2014, M. Richard Marcus (the “plaintiff”) filed a lawsuit against Oryon Technologies, Inc. (“Oryon”) and certain of its subsidiaries and directors, and EFL Tech B.V. (“EFL”) and an affiliate, (collectively, the “defendants”) in the District Court for Dallas County, Texas, (the “Court”) alleging a breach of fiduciary duty, inducement of fiduciary duty, minority shareholder oppression, breach of promissory note, and tortious interference with contract, in connection with the transaction between Oryon and EFL that is described in Oryon’s Form 8-K Current Report filed with the Securities and Exchange Commission (the “Commission”) on January 27, 2014 (the “EFL Transaction”). | v369577_8k.htm |
| 2014-02-13 | 8-K | 2014-02-06 | 8.01 Other Events | 8.01 On February 6, 2014, M. Richard Marcus filed a lawsuit against Oryon Technologies, Inc. (“Oryon”) and certain of its subsidiaries and directors, and EFL Tech B.V. (“EFL”) and an affiliate, in the District Court for Dallas County, Texas, alleging a breach of fiduciary duty, inducement of fiduciary duty, minority shareholder oppression, breach of promissory note, and tortious interference with contract, in connection with the transaction between Oryon and EFL that is described in Oryon’s Form 8-K Current Report filed with the Securities and Exchange Commission on January 27, 2014 (the “EFL Transaction”). | v368612_8k.htm |
| 2014-02-07 | 8-K/A | 2014-02-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On January 24, 2014, the Company issued a press release announcing a transaction with EFL Tech B.V. that was reported on the Current Report on Form 8-K, filed by the Registrant on January 27, 2014. | v367657_8ka.htm |
| 2014-01-27 | 8-K | 2014-01-21 | 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 On January 21, 2014, Oryon Technologies, Inc. (“Oryon” or the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with EFL Tech B.V., a Netherlands corporation (“EFL Tech”). 5.01 As described more fully in Item 3.02 of this Report on Form 8-K, above, effective at the First Closing, on January 21, 2014, EFL Tech became the holder of 51.0% of the Company’s issued and outstanding shares Common Stock under the terms of the Subscription Agreement, and on March 31, 2014, will become the holder of 75.0% of the Company’s shares of Common Stock on a fully diluted basis (upon the occurrence of the Second Closing and the Third Closing). 5.03 Prior to the First Closing, Section 3.3 of the Company’s Bylaws provided that the Board may not fill more than two (2) newly created directorships during the period between any two successive annual meetings of stockholders. | v366325_8-k.htm |
| 2012-09-27 | 8-K | 2012-09-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d416367d8k.htm |
| 2012-09-12 | 8-K | 2012-09-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d411336d8k.htm |
| 2012-08-31 | 8-K | 2012-08-31 | 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 3.02 On August 31, 2012, Oryon Technologies, Inc. (the “Company”) received an additional $250.0 thousand in cash in connection with subscriptions pursuant to the Company’s financing agreement (the “Financing Agreement”) with Maxum Overseas Fund (“Maxum”). | d405540d8k.htm |
| 2012-07-11 | 8-K | 2012-07-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 9, 2012, Brendon W. Mills provided notice to us of his resignation from our board of directors, effective immediately. | d377811d8k.htm |
| 2012-06-28 | 8-K/A | 2012-05-04 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On May 4, 2012 (the “Closing Date”), Oryon Technologies, Inc., a Nevada corporation (the “Registrant,” “ORYN” or the “Company”), closed a merger transaction with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) pursuant to an Agreement and Plan of Merger dated March 9, 2012 (the “Merger Agreement”). 3.02 As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 16,502,121 shares of our common stock to the Oryon Members. 4.01 Effective May 4, 2012, Madsen & Associates CPA’s Inc. (“Madsen”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on May 4, 2012, in a reverse acquisition transaction, we acquired Oryon, by executing the Merger Agreement. 5.02 The information contained in Item 2.01 above is incorporated by reference herein. 5.03 In connection with the Merger, the Company’s Board of Directors changed the Company’s fiscal year end from January 31 to December 31, effective immediately. 5.06 Reference is made to the reverse acquisition transaction under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | d373418d8ka.htm |
| 2012-06-11 | 8-K/A | 2012-05-04 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On May 4, 2012 (the “Closing Date”), Oryon Technologies, Inc., a Nevada corporation (the “Registrant,” “ORYN” or the “Company”), closed a merger transaction with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) pursuant to an Agreement and Plan of Merger dated March 9, 2012 (the “Merger Agreement”). 3.02 As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 16,502,121 shares of our common stock to the Oryon Members. 4.01 Effective May 4, 2012, Madsen & Associates CPA’s Inc. (“Madsen”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on May 4, 2012, in a reverse acquisition transaction, we acquired Oryon, by executing the Merger Agreement. 5.02 The information contained in Item 2.01 above is incorporated by reference herein. 5.03 In connection with the Merger, the Company’s Board of Directors changed the Company’s fiscal year end from January 31 to December 31, effective immediately. 5.06 Reference is made to the reverse acquisition transaction under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | form8ka.htm |
| 2012-05-14 | 8-K/A | 2012-05-04 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 This Form 8-K/A is being filed to amend the Current Report on Form 8-K initially filed with the Securities and Exchange Commission (“SEC”) on May 7, 2012 by Oryon Technologies, Inc., a Nevada corporation (the “Registrant,” “ORYN” or the “Company”) to include the financial statements of OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) for the quarters ended March 31, 2012 and 2011. | d352426d8ka.htm |
| 2012-05-07 | 8-K | 2012-05-04 | 2.01 Completion of Acquisition or Disposition of Assets; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On May 4, 2012 (the “Closing Date”), Oryon Technologies, Inc., a Nevada corporation (the “Registrant,” “ORYN” or the “Company”), closed a merger transaction with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”) pursuant to an Agreement and Plan of Merger dated March 9, 2012 (the “Merger Agreement”). 4.01 Effective May 4, 2012, Madsen & Associates CPA’s Inc. (“Madsen”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on May 4, 2012, in a reverse acquisition transaction, we acquired Oryon, by executing the Merger Agreement. 5.02 The information contained in Item 2.01 above is incorporated by reference herein. 5.03 In connection with the Merger, the Company’s Board of Directors changed the Company’s fiscal year end from January 31 to December 31, effective immediately. 5.06 Reference is made to the reverse acquisition transaction under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | form8k.htm |
| 2012-05-04 | 8-K | 2012-05-03 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 In connection with Oryon Holdings, Inc.’s (the “Company”) receipt of approval from the Financial Industry Regulatory Authority, effective May 3, 2012, the Company amended its Articles of Incorporation to change its name from “Oryon Holdings, Inc.” to “Oryon Technologies, Inc.” (the “Name Change”). | form8k.htm |
| 2012-03-21 | 8-K | 2012-03-19 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On March 19, 2012, Oryon Holdings, Inc., a Nevada corporation (the “Company”) received confirmation of the acceptance by the Nevada Secretary of State of the Company’s Amended and Restated Articles of Incorporation (the “Restated Articles”). 5.07 On March 19, 2012, the Company held a special meeting of shareholders (the “Special Meeting”) to approve: (i) the Restated Articles, including an amendment to authorize the issuance of up to 50,000,000 shares of preferred stock, par value $0.001 per share (“Proposal 1”); and (ii) the Company’s 2012 Equity Incentive Plan (“Proposal 2”). | form8k.htm |
| 2012-03-14 | 8-K | 2012-03-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 9, 2012, Oryon Holdings, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and OryonTechnologies, LLC, a Texas limited liability company (“Oryon”). | form8k.htm |
| 2012-02-28 | 8-K | 2012-02-24 | 8.01 Other Events | 8.01 On February 24, 2012, the Board of Directors of Oryon Holdings, Inc. (the “Company”) adopted the 2012 Equity Incentive Plan (the “Plan”) and reserved 7,500,000 shares of the Company’s common stock for issuance thereunder to officers, directors, employees, consultants and other service providers of the Company. | form8k.htm |
| 2011-11-28 | 8-K | 2011-11-25 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 In connection with Eaglecrest Resources, Inc.’s (the “Company”) receipt of approval from the Financial Industry Regulatory Authority (“FINRA”), effective November 25, 2011, the Company amended its Articles of Incorporation to change its name from “Eaglecrest Resources, Inc.” to “Oryon Holdings, Inc.” (the “Name Change”). 8.01 In connection with the Name Change described in Item 5.03 above, FINRA assigned the Company a new stock symbol, “ORYN.” This new symbol took effect at the open of business on November 25, 2011. | v241725_8k.htm |
| 2011-10-28 | 8-K | 2011-10-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On October 24, 2011, the Company sold 200,000 shares of its common stock at $0.50 per share for aggregate proceeds of $100,000 in connection with the Financing Agreement (the “Financing Shares”) referenced under Item 1.01 above. | v238487_8k.htm |
| 2010-08-09 | 8-K | 2010-08-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Effective August 6, 2010, Eaglecrest Resources, Inc. (the “Company”) amended its Articles of Incorporation to increase its number of authorized shares of common stock in connection with the Stock Split, described in Item 8.01 below. 8.01 On August 6, 2010, the Company effected a 6 for 1 forward stock split (the “Stock Split”) of all of its issued and outstanding shares of common stock. | form8k.htm |