UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1121, 2018

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



New York	001-7939	11-2160665
(State of Incorporation or	(Commission File Number)	(IRS Employer
Organization)		Identification No.)



135 Fell Court, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

(631) 952-2288

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On September 21, 2018, Vicon Industries, Inc. (the "Company") entered into a $5.6 million Term Loan Agreement (the “Agreement”) ~~Dismissal~~ with NIL Funding Corporation ("NIL") to replace the $5.8 million outstanding balance on its existing revolving line of ~~Independent~~credit ~~Registered~~agreement ~~Public~~with ~~Accounting~~a ~~Firm~~term loan. Upon closing, $5.6 million of outstanding borrowings under its revolving credit agreement were converted to a term loan while the remaining $200,000 of outstanding borrowings were repaid to NIL. The Agreement requires monthly payments of accrued interest beginning on October 1, 2018. In addition, the Agreement requires equal monthly principal payments of $25,000, plus accrued interest, beginning on April 1, 2019 until the loan maturity date of March 30, 2020, at which point the full outstanding balance of the loan and accrued interest are due.

OnThe ~~September~~Agreement ~~11,~~provides ~~2018,~~for ~~the~~a ~~Board~~formula that limits outstanding indebtedness based upon eligible accounts receivable and is secured by a first priority security interest in substantially all of ~~Directors~~the Company’s assets. Borrowings under the Agreement bear interest at a rate of ~~Vicon~~8.85% ~~Industries~~per annum. The Agreement also provides for an initial commitment fee of $56,000, ~~Inc~~which was paid at closing. ~~(the~~The ~~“Company”)~~Agreement includes provisions that are customarily found in similar financing agreements, including ~~its~~a ~~Audit~~financial ~~Committee,~~covenant ~~approved~~which requires the ~~dismissal~~Company ofto ~~BDO~~maintain ~~USA,~~a ~~LLP~~minimum ~~(“BDO”)~~level asof ~~its~~inventory ~~registered~~and ~~independent~~liquid ~~public~~assets ~~accounting~~as ~~firm~~defined in the Agreement.

~~Other~~The ~~than~~foregoing ~~the~~is ~~disclosure of an uncertainty regarding the Company’s ability to continue as~~ a ~~going~~summary ~~concern,~~of ~~which was included in BDO’s report on~~ the ~~Company’s~~terms ~~financial~~of ~~statements for~~ the ~~two~~Agreement, ~~most~~does ~~recent~~not ~~fiscal~~purport ~~years~~to ~~ended~~be ~~September 30~~complete, ~~2017~~ and ~~September~~is ~~30,~~subject ~~2016,~~to ~~BDO’s~~and ~~reports~~qualified onin ~~the~~its ~~financial~~entirety ~~statements~~by ofreference to the ~~Company~~text ~~for these years did not contain an adverse opinion or a disclaimer~~ of ~~opinion~~such Agreement, ~~nor~~which ~~were~~has ~~they~~been ~~qualified~~filed oras ~~modified~~an asexhibit to ~~uncertainty,~~this ~~audit~~Current ~~scope,~~Report oron ~~accounting~~Form ~~principles~~8-K.

~~During~~Item ~~the~~2.03 ~~Company’s~~Creation ~~two most recent fiscal years and subsequent interim period preceding BDO’s dismissal, there were: (i) no disagreements (within the meaning~~ of ~~Item 304(~~a~~)(1)(iv)~~ ofDirect ~~Regulation~~Financial ~~S-K)~~Obligation ~~with BDO on any matters of accounting principles~~ or ~~practices,~~an ~~financial~~Obligation ~~statement~~under ~~disclosure,~~an or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and (ii) no reportable events (as such term is defined in Item 304(a)(1)(v) of Regulation SOff-~~K),~~Balance ~~except~~Sheet ~~that~~Arrangement ~~in connection with BDO’s review~~ of ~~the Company’s June 30, 2018 quarter ended financial statements, it notified management of the existence of~~ a ~~material weakness in the Company’s controls over the approval of certain related party transactions that occurred during the quarter ended June 30, 2018~~Registrant.

The ~~Company~~information ~~provided~~set ~~BDO~~forth ~~with~~under aItem copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that BDO furnish it with a letter addressed to the SEC stating whether it agrees with the statements made above1.01 ~~A copy of BDO’s letter, dated September 12, 2018,~~ is ~~filed~~incorporated asherein ~~Exhibit~~by 16reference.1 ~~to this Form 8-K.~~

~~(b) Engagement~~Item of9.01 Financial ~~New~~Statements ~~Independent~~and ~~Registered Public Accounting Firm~~Exhibits.

On September 12, 2018, the Company’s Audit Committee approved the engagement of Wei, Wei & Co., LLP (“Wei”) as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2018.

During the Company’s two most recent fiscal years and subsequent interim period prior to the engagement of Wei, neither the Company nor anyone acting on its behalf consulted with Wei regarding (a) the application of accounting principles to a specified transaction, either completed or proposed; (b) the type of audit opinion that might be rendered on the Company’s financial statements, in any case where either a written report was provided to the Company or oral advice was provided that Wei concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (c) any matter that was the subject of a disagreement or reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:



Exhibit No.	Description
10.1	Term Loan Agreement between the Company and NIL Funding Corporation, dated as of September 21, 2018
10.2	Security Agreement by Vicon Industries, Inc. in favor of NIL Funding Corporation, dated as of September 21, 2018
10.3	Security Agreement by Vicon Systems Ltd. in favor of NIL Funding Corporation, dated as of September 21, 2018
10.4	Promissory Note (Facility A) between the Company and NIL Funding Corporation, dated as of September 21, 2018
10.5	Promissory Note (Facility B) between the Company and NIL Funding Corporation, dated as of September 21, 2018

Exhibit No.		Description
16.1		Letter from BDO USA, LLP dated September 12, 2018 to the Securities and Exchange Commission

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 1327, 2018



VICON INDUSTRIES, INC.

By: /s/ John M. Badke
John M. Badke
Chief Operating Officer and
Chief Financial Officer

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