On October 12, 2012, pursuant to the terms of the Foreclosure Sale Agreement between ISC8 Inc. (the "Company") and GF AcquisitionCo 2012, LLC ("GFAC") dated October 4, 2012 (the "Foreclosure Sale Agreement"), the Company acquired substantially all of the assets of the NetFalcon and Network Content Control System Business of Bivio Networks, Inc. and certain of its subsidiaries (collectively, "Bivio"). The purchase price of those assets was $600,000 payable in cash to GFAC, and the issuance to GFAC of a warrant to purchase capital stock of the Company.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Foreclosure Sale Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 16, 2012, the Company issued a press release announcing the closing of the transactions discussed above. A copy of that press release is furnished herewith as Exhibit 99.1.

GFAC could be deemed to be an affiliate of The Griffin Fund LP, a major stockholder and debt holder of the Company.

(d) Exhibits.

Exhibit No.       Description of Exhibit

2.1               Foreclosure Sale Agreement dated October 4, 2012 between ISC8
                  Inc. and GF AcquisitionCo 2012, LLC (incorporated by reference to
                  Exhibit 2.1 of the Company's Current Report on Form 8-K/A filed
                  with the Securities and Exchange Commission on October 5, 2012).

99.1              Press release dated October 16, 2012.