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): ~~May~~June 1613, 2016

PERSEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32526	75-1590407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

391 Chipeta Way, Suite F

Salt Lake City, Utah 84108

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 972-5555

N/A

(Former name or former address, if changed since last report)

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:

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

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

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

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

Item 1.01 Entry Into a Material Definitive Agreement.

Asset Purchase Agreement

On May 17, 2016, Perseon Corporation (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with MedLink Technologies, LLC, a North Carolina corporation (“MedLink”), pursuant to which MedLink agreed to acquire substantially all of the Company’s assets for $4.35 million. The Asset Purchase Agreement contains certain customary representations and warranties and covenants.

In connection with entry into the Asset Purchase Agreement, MedLink made an $850,000 bid deposit, which the Company may use to fund its operations during the pendency of the Chapter 11 Case (as defined below), provided, that if MedLink is not the successful bidder at the auction, then the Company must return the bid deposit plus 5% interest on any amount of the bid deposit used by the Company to fund its operations.

The Asset Purchase Agreement is subject to a number of closing conditions, including, among others, (i) the approval of the Bankruptcy Court in the Chapter 11 Case, as described and defined in Item 1.03 below; (ii) the Company must pay on a current basis certain key vendors and employees; (iii) the accuracy of representations and warranties of the parties; and (iv) material compliance with the obligations set forth in the Asset Purchase Agreement.

The asset purchase pursuant to the Asset Purchase Agreement is expected to be conducted under the provisions of Section 363 of the Bankruptcy Code (as defined below) and will be subject to a marketing process, with proposed bidding procedures and receipt of a higher and better bid at auction. Upon entry by the Bankruptcy Court, the bidding procedures order will provide that (i) MedLink be the “stalking horse” bidder for the assets identified in the Asset Purchase Agreement; (ii) if MedLink is not the successful bidder at auction, the Company must pay a break-up fee to MedLink equal to $217,500; (iii) to be a qualified bidder at the auction, a bidder must make an $850,000 deposit, and (iv) any overbids at the auction must be no less than $100,000.

The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

License Agreement

In order to induce MedLink to purchase substantially all of the Company’s assets pursuant to the Asset Purchase Agreement, on May 16, 2016, the Company and MedLink also entered into a license agreement (the “License”) providing MedLink with an exclusive license to sell the Company’s products and use the Company’s intellectual property in China, Hong Kong, Taiwan and Korea (the “License Territory”). The License contains certain customary representations and warranties and covenants.

MedLink paid the Company $200,000 to receive the License. In addition, MedLink is required to pay the Company an annual royalty of 5% of net profits made in the License Territory by MedLink and any sublicensee of MedLink, up to a maximum of $3,000,000, inclusive of the $200,000 already paid. In addition, MedLink has the right to use any supplier used by the Company in connection with the production of its products in the License Territory.

The foregoing summary of the License does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the License Agreement, a copy of which is attached hereto as Exhibit 10.1 to this report and incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership.

On May 23, 2016, the Company filed a voluntary petition for relief under chapter 11 of 11 U.S.C. §§ 101 et seq. of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). The Company’s caption and case number is In re Perseon Corporation, Case No. 16-24435 (Bankr. D. Utah) (the “Chapter 11 Case”). The Company plans to continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

Item 7.01 Regulation FD Disclosure.

Modified SEC Reporting

~~The~~As ~~Company~~reported ~~plans~~previously, toon ~~seek~~May ~~approval~~23, ~~from~~2016, ~~the~~Perseon ~~Securities~~Corporation ~~and Exchange Commission~~ (the “~~SEC~~Company”) tofiled ~~adopt~~ a ~~modified~~petition ~~reporting~~for ~~program~~relief ~~with respect to its reporting obligations~~ under ~~the~~chapter ~~federal~~11 ~~securities laws, during the pendency~~ of ~~the~~11 ~~Bankruptcy Case~~U. InS.C. ~~lieu~~§§ of101 et ~~continuing to file Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K under Section 15(d)~~ seq. of the ~~Securities~~United ~~Exchange~~States ~~Act~~Code ~~of 1934,~~ (the ~~Company~~“Bankruptcy ~~would~~Code”) ~~each~~in ~~month file with~~ the ~~SEC~~United aStates ~~Current~~Bankruptcy ~~Report~~Court onfor ~~Form 8-K that will have attached to it~~ the ~~monthly~~District ~~financial~~of ~~reports~~Utah ~~required by~~ (the “Bankruptcy Court”). ~~Such~~ ~~bankruptcy~~The ~~filings~~Company’s ~~are~~caption ~~generally~~and ~~made~~case onnumber ~~the~~is In ~~20th~~re ~~day~~Perseon ofCorporation, ~~each~~Case ~~month~~No. ~~covering~~16-24435 (Bankr. D. Utah) (the ~~prior~~“Chapter ~~month's~~11 ~~operations~~Case”). The Company ~~will~~plans beto ~~conferring~~continue ~~with~~to ~~the~~operate ~~Office~~its ofbusiness ~~the~~as ~~United~~a ~~States Trustee~~ “debtor-in-possession” ~~Utah~~under ~~regarding~~ the ~~specific~~jurisdiction ~~timing~~of ~~for~~the ~~filing~~Bankruptcy ~~monthly~~Court ~~operating~~and ~~reports~~ in ~~the~~accordance ~~Chapter~~with 11applicable ~~Case. The~~provisions ~~Company~~of ~~will~~the ~~continue~~Bankruptcy toCode ~~file~~and ~~Current~~orders ~~Reports~~of ~~on Form 8-K as is required by~~ the ~~federal~~Bankruptcy ~~securities laws~~Court.

~~Cautionary~~During ~~Note~~the ~~Regarding~~pendency of the Chapter 11 Case, the Company has adopted a modified reporting program with respect to its reporting obligations under federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, each month the Company will file with the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K that will have attached to it the monthly financial report required by the Bankruptcy Court. The Company does not intend to file periodic reports while the Chapter 11 Case is pending, but will continue to file current reports on Form 8-K as required by federal securities laws. The Company believes that this modified reporting program is consistent with the protection of its investors as set forth in Exchange Act Release No. 9660, dated June 30, 1972.

~~The~~April ~~Company’s~~2016 ~~stockholders~~Financial are cautioned that trading in shares of the Company’s common stock or its publicly traded warrants during the pendency of the Chapter 11 Case will be highly speculative and will pose substantial risks. The Company expects that the currently outstanding shares of its common stock and the publicly traded warrants will be eventually cancelled and extinguished by the Bankruptcy Court. The holders of the Company’s common stock and publicly traded warrants may not receive any proceeds from the sale of substantially all of the Company’s assets due to the Company’s obligations to creditors and others. As a result, the Company expects that its currently outstanding stock has no value. Trading prices for the Company’s common stock may bear little or no relation to actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stockStatements

On June 13, 2016, the Company filed certain unaudited financial statements with the U.S. Trustee for the Chapter 11 Case for the period ended April 30, 2016 (the “Unaudited April Financial Statements”) with the Bankruptcy Court. The Unaudited April Financial Statements are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The Unaudited April Financial Statements are furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. This Current Report on Form 8-K (including the exhibit hereto) should not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Cautionary Note Regarding the Unaudited April Financial Statements

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Unaudited April Financial Statements, which financial statements were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Unaudited April Financial Statements are limited in scope, cover a limited time period, have been prepared solely for the purpose of complying with the requirements applicable in the Chapter 11 Case and is in a format acceptable to the U.S. Trustee. The Unaudited April Financial Statements were not audited or reviewed by independent public accountants, do not contain all of the information and footnotes required by generally accepted accounting principles in the United States, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Unaudited April Financial Statements are complete. The Unaudited April Financial Statements also contain information for periods which are shorter or otherwise different from

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those required in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company's financial condition or operating results for the period that would be reflected in the Company's financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Unaudited April Financial Statements should not be viewed as indicative of future results.

Cautionary Note Regarding Forward-Looking Statements

~~This~~Certain ~~Current~~statements ~~Report~~and oninformation ~~Form~~included ~~8-K~~herein ~~contains~~may constitute “forward-looking” statements ~~regarding~~that ~~future~~are ~~events~~generally ~~and~~identifiable through the ~~Company’s~~use ~~future~~of ~~financial~~words ~~operations~~such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding earnings expectations. ~~These~~The forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on ~~current~~a ~~expectations~~number of assumptions, ~~estimates~~risks and ~~projections~~uncertainties, ~~about~~many of which are beyond the ~~business~~control of the Company,. ~~including,~~Investors ~~but~~are cautioned that any such statements are not ~~limited~~guarantees of future performance and that actual future results may differ materially due to ~~expectations~~a ~~regarding~~variety of factors. Factors that could cause the ~~Asset~~Company's ~~Purchase~~results ~~Agreement~~to differ materially include: (i) the Company's ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Case; (ii) the Company's ability to operate its business during this process, (iii) the ~~License~~effects of the Company's bankruptcy filing on the Company's business and the interests of various creditors, equity holders and other constituents, (iv) the length of time the Company will operate under the Chapter 11 Case., ~~These~~(v) ~~statements~~risks ~~are~~associated ~~based~~with ~~upon~~third-party ~~management’~~motions in the Chapter 11 Case, which may interfere with the Company's ~~current~~ability ~~belief~~to develop and ~~certain~~consummate ~~assumptions~~a ~~made~~plan byof ~~management.~~reorganization, ~~Such~~(vi) ~~forward-looking~~the ~~statements~~potential ~~are~~adverse ~~subject~~effects of the Chapter 11 Case on the Company's liquidity or results of operations, and (vii) other factors disclosed by the Company from time to ~~risks~~time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company's Annual Report on Form 10-K and ~~uncertainties~~Quarterly ~~that~~Reports ~~could~~on ~~cause~~Form 10-Q. As a result of these factors, the Company's actual results tomay differ materially from those ~~expressed~~indicated in or implied by such forward-looking statements~~, including, but~~ .

3Cautionary Note Regarding Chapter 11 Case

~~not~~The ~~limited~~Company's ~~to,~~stockholders ~~the~~are ~~potential~~cautioned ~~adverse~~that ~~impact~~trading ofin the ~~bankruptcy~~Company's ~~filing~~equity ~~on our business~~securities, ~~financial condition and results of operations,~~ including ~~our~~its ~~ability~~common tostock ~~maintain contracts~~ and ~~other~~publicly ~~customer~~traded ~~and~~warrants, ~~vendor~~during ~~relationships that are critical to our business;~~ the ~~actions~~pendency ~~and decisions~~ of ~~our creditors and other third parties with interests in~~ the Chapter 11 Case; ~~our~~is ~~ability~~highly tospeculative ~~maintain~~and ~~liquidity~~poses tosubstantial ~~fund~~risks. ~~our~~Trading ~~operations~~prices ~~during~~for the ~~Bankruptcy~~Company's ~~Case;~~equity ~~our~~securities ~~ability~~may tobear ~~obtain~~little ~~Bankruptcy~~or ~~Court~~no ~~approvals~~relationship ~~in connection with the Chapter 11 Case, including approvals relating~~ to ~~proposed sale bidding procedures and~~ the ~~proposed~~actual ~~sale of assets; our ability to consummate any transactions once approved by the Bankruptcy Court and the time to consummation of such transactions; the timing and amount~~recovery, if any, ofby ~~distributions~~holders toof the Company’'s ~~stockholders;~~equity ~~and~~upon competitive, economic, legal, political and technological factors affecting our industry, operations, markets, products and pricing. Readers should carefully review the risk factors and the information that could materially affect our financial results, described in our Annual Report on Form 10wind-Kup ~~for~~of the ~~transition~~Chapter ~~period~~11 ~~ended December 31, 2014 and other reports filed with the Securities and Exchange Commission~~Case. ~~Readers are cautioned to not place undue reliance on these forward-looking statements~~Accordingly, ~~which speak only as of~~ the ~~date~~Company ofurges ~~this~~extreme ~~report.~~caution ~~The~~with ~~Company~~respect ~~undertakes no obligation~~ to ~~publicly~~existing ~~update~~and ~~any~~future ~~forward-looking~~investments ~~statements,~~in ~~whether~~its asequity ~~a result of new information, future events or otherwise~~securities.

Except as required by law, the Company disclaims any obligation to publicly update such statements.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Asset Purchase Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 17, 2016
99.1		Unaudited April Financial Statements
10.1		License Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 16, 2016

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SIGNATURES

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.

	PERSEON CORPORATION
Date: May 23, 2016	By:	/s Clinton E. Carnell Jr.
Date: June 15, 2016	By:	/s/ Clinton E. Carnell Jr.
	Name:	Clinton E. Carnell Jr.
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number		Description
2.1		Asset Purchase Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 17, 2016
99.1		Unaudited April Financial Statements
10.1		License Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 16, 2016

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