As previously announced, on October 12, 2012, pursuant to the terms of the Foreclosure Sale Agreement between ISC8 Inc. ("ISC8" or 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 ("the Bivio Software Business" or "Bivio Software") of Bivio Networks, Inc. and certain of its subsidiaries (collectively, "Bivio"). The purchase price of those assets (the "Acquisition") was $600,000 payable in cash to GFAC, and the issuance to GFAC of a warrant to purchase capital stock of the Company. In addition, the Company will assume certain liabilities, including accounts payable, contractual obligations, reclamation obligations and other liabilities related to the Bivio Software Business.

The Company is filing this report in order to make available (i) the audited financial statements of the Bivio Software Business as of January 31, 2011 and 2012 and for the years then ended, (ii) the unaudited financial statements of the Bivio Software Business as of September 30, 2011 and 2012 and for the eight-month periods then ended and (iii) the pro forma financial statements of the Company as of September 30, 2012 and for the twelve months then ended, which give effect to the Acquisition on the basis described therein. The foregoing are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively. As a result of the filing of this Current Report on Form 8-K, the financial statements referred to above will be incorporated herein by reference.

(d) Exhibits

       Exhibit
        Number    Exhibit Description

         23.1     Consent of Independent Public Accounting Firm - Squar, Milner,
                  Peterson, Miranda & Williamson, LLP
         99.1     Audited combined carve-out financial statements and the notes
                  related thereto of Bivio Software Business for the years ended
                  January 31, 2011 and 2012
         99.2     Unaudited combined carve-out financial statements and the notes
                  related thereto of Bivio Software Business for the eight months
                  ended September 30, 2011 and 2012
         99.3     Unaudited combined pro forma financial statements and the notes
                  related thereto of ISC8 Inc. as of September 30, 2012 and the
                  fiscal year ended September 30, 2012