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ORYN > SEC Filings for ORYN > Form 8-K/A on 11-Apr-2014All Recent SEC Filings

Show all filings for ORYON TECHNOLOGIES, INC.



Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

Third Closing Not Completed

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. As a result, EFL Tech paid the Company $250,000, and the Company issued EFL Tech an additional 85,133,871 shares of the Company's common stock (the "Common Stock"), bringing EFL Tech's cumulative ownership to a total of 170,405,650 shares of Common Stock, or 63% of the Common Stock on a fully diluted basis. EFL Tech also obtained the right to nominate one additional director to the Company's Board (but has not yet done so), giving it the right to nominate two members of the seven-member Board.

However, EFL Tech failed to pay the $250,000 which was required by the Subscription Agreement to be paid to the Company for the Third Closing on March 31, 2014. The Company and EFL Tech have been engaged in discussions since such date to determine when, and the terms upon which, EFL Tech would make the $250,000 payment to the Company. The Company intends to continue such discussions, but has currently made the determination, based on those discussions, that there can be no assurance that EFL Tech will have the ability to pay such $250,000, or any portion thereof, at any time.

As a result, the Company is considering all strategic alternatives, including attempting to find new sources of financing and another strategic partner. However, there can be no assurance that the Company will be successful in either obtaining such financing on terms acceptable to the Company or finding another strategic partner. Meanwhile, the lack of adequate cash resources has become an increasingly difficult problem for the Company's management.

The Company has made no decisions on the course of action it will take. However, if we are unable to find additional sources of financing, the Company will have to consider all options, including ceasing the operations of the business or filing for bankruptcy protection under the United States Bankruptcy Code.

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