Item 3.02 Unregistered Sales of Equity Securities.

Issuance under Financing Agreement

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"). The Financing Agreement has been previously disclosed in the Company's Current Report on Form 8-K, as amended, dated May 4, 2012, which disclosures are incorporated herein by reference. The subscriptions represent the obligation to issue 500,000 shares of common stock (along with warrants having the right to purchase an additional 500,000 shares, each with an exercise price of $0.75 per share and a term of five years). The proceeds from the subscriptions will be used for general corporate purposes.

The shares issued pursuant to the subscriptions will be issued in reliance upon Regulation S of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), to investors who are "accredited investors," as such term is defined in Rule 501(a) under the Securities Act, in offshore transactions (as defined in Rule 902 under Regulation S under the Securities Act), based upon representations made by such investors.

Conversion of Series C Notes

Including receipt of the $250.0 thousand in cash proceeds on August 31, 2012, as described above, the Company has received an aggregate amount of $2.0 million from the issuance of common stock pursuant to the Financing Agreement. As a result, all of the Company's Series C promissory notes (the "Series C Notes") were automatically converted into shares of common stock of the Company on August 31, 2012. The Series C Notes, with aggregate outstanding principal of $2,585.8 thousand and aggregate accrued and unpaid interest of $226.2 thousand, were converted into an aggregate of 27,111,248 shares of common stock.

The foregoing shares were issued in reliance upon an exemption from registration set forth in Regulation D and/or Section 4(2) of the Securities Act, which exempts transactions by an issuer not involving a public offering.

The receipt of $250.0 thousand cash proceeds for equity issuance on August 31, 2012, in addition to the receipt of $250.0 thousand cash proceeds for equity issuance on July 24, 2012, (as previously reported in the Company's Form 10-Q for the quarter ended June 30, 2012) has increased the Company's available cash and equity by $500.0 thousand since June 30, 2012. The conversion of the Series C Notes eliminates that indebtedness and increases the Company's equity by an equal amount.

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