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): ~~January~~February 3023, 2012

CYBERDEFENDER CORPORATION

(Exact name of Company as specified in Charter)

Delaware	333-138430	65-1205833
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)
(State or other jurisdiction of	(Commission File No.)	(IRS Employee Identification No.)
incorporation or organization)

617 West 7th Street, Suite 1000

Los Angeles, California 90017

(Address of Principal Executive Offices)

213-689-8631

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).

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 CFR240.14a-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 240.13(e)-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~Item~~The ~~1.01~~following ~~Entry~~summary ~~into~~provides only a ~~Material~~brief ~~Definitive~~description ~~Agreement~~of the agreements and instruments described below. The summary is qualified in its entirety by the full texts of the agreements and instruments.

~~The~~CyberDefender ~~following~~Corporation (the ~~discussion~~“Company”) ~~provides~~has been in discussions with GR Match, LLC (“GRM”), the Company’s senior secured lender ~~only~~and the provider of media purchasing, production, advertising and marketing services in connection with the Company’s business, regarding the Company’s defaults under its existing loan agreements with GRM. As a ~~brief~~result ~~description~~of the discussions, the Company entered into an Asset Purchase Agreement with GRM or its designee (an acquisition company to be formed and designated by GRM) dated as of February 23, 2012 (the ~~agreement~~“APA”) ~~described~~pursuant ~~below.~~to ~~The~~which ~~discussion~~the isCompany ~~qualified~~has agreed, subject to the conditions set forth in the APA, to sell substantially all of its ~~entirety~~assets to GRM in a sale conducted under the supervision of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). As required by the ~~full~~Bankruptcy ~~text~~Code, the sale of the assets ~~agreement~~to GRM will be subject to overbidding by other prospective purchasers pursuant to bidding procedures to be approved by the Bankruptcy Court. A copy of the APA is attached as Exhibit 99.1 and incorporated herein by reference.

OnThe ~~January~~assets 30to be acquired pursuant to the APA include all assets, ~~2012~~other than certain excluded assets, ~~CyberDefender Corporation~~used (in connection with the “Company”)’s ~~and~~business. The ~~XRoads~~consideration ~~Solutions~~to ~~Group~~be paid for the purchased assets, ~~LLC~~subject to certain adjustments, consists of: (~~“XRoads”~~i), a ~~financial~~credit ~~advisory~~bid ~~firm,~~by ~~entered~~GRM in ~~into~~the aaggregate ~~Letter~~principal ~~Agreement~~amount ~~(the~~of ~~“Agreement”)~~$12 ~~pursuant~~million relating to ~~which~~debtor-in-possession ~~the~~financing ~~Company~~to ~~engaged~~be ~~XRoads~~provided toby ~~serve~~GRM asand two prepetition loans provided by GRM and a release by GRM of certain claims against the Company; (ii) the cancellation of all of GRM’s common ~~restructuring~~stock ~~advisor~~and towarrants ~~explore~~in the Company’s; ~~options~~and (iii) $250,000. ~~including~~The insale ~~connection~~of ~~with~~assets ~~the~~is ~~Company’s~~subject ~~possible~~to ~~efforts~~a number of terms and conditions, including Bankruptcy Court approval. GRM is entitled to ~~reorganize~~terminate orthe ~~sell~~APA ~~its~~in ~~assets~~certain circumstances, including: (i) upon the ~~“Engagement”~~occurrence of certain events of defaults by the Company; (ii). ~~The~~if ~~scope~~certain orders of the ~~services~~Bankruptcy toCourt beare ~~provided~~not entered by ~~XRoads~~dates isspecified ~~described~~ in the ~~detail~~APA; inand (iii) the ~~Agreement.~~Company ~~The~~accepts, ~~Company’s~~in ~~Board~~accordance ofwith ~~Directors~~the ~~has~~bidding ~~not~~procedures, ~~authorized~~a ~~any~~bid ~~reorganization~~submitted orby ~~sale~~a ~~transaction~~third ~~and~~party. In the event ~~has~~of ~~engaged~~the ~~XRoads~~closing ~~solely~~of toa ~~provide~~transaction ~~the~~resulting ~~advice~~from ~~and~~a ~~services~~bid ~~described~~submitted by a third party in accordance with the ~~Agreement~~bidding procedures, GRM is entitled to expense reimbursement not to exceed $500,000.

~~The~~As ~~Engagement~~part ~~commences~~of asits discussions ofwith GRM, the ~~execution~~Company, as of ~~the~~February ~~Agreement~~23, ~~and~~2012, ~~XRoads’~~entered ~~receipt~~into ofa andebtor-in-possession ~~initial~~financing ~~fee,~~arrangement as(the ~~described~~“DIP inFacility”) with GRM pursuant to which the ~~Agreement~~Company may borrow up to $4.6 ~~The~~million ~~Engagement~~to ~~may~~finance operations during its Chapter 11 proceedings. Indebtedness beincurred ~~terminated~~under bythe DIP Facility: (i) accrues interest at the ~~Company~~rate ~~upon~~of ~~thirty~~8% ~~days’~~per ~~written~~annum; ~~notice~~(ii) ~~and~~matures ~~XRoads~~on ~~may~~the ~~withdraw~~earlier ~~from~~of (a) the ~~Engagement~~closing of ~~for~~the ~~good~~sale ~~cause~~of assets or (b) June 15, as ~~that~~2012; ~~term~~and (iii) is ~~defined~~secured inby ~~the~~certain ~~Agreement,~~liens ~~without~~on substantially all of the Company’s ~~consent~~assets. The DIP Facility is subject to a number of terms and conditions, including Bankruptcy Court approval. GRM is entitled to terminate the DIP Facility upon the occurrence of certain events of defaults by the Company.

~~Pursuant~~Item ~~to the Agreement, the Company will pay XRoads the initial fee within two business days of the execution of the Agreement in payment of work performed by XRoads for up to thirty days~~1. ~~In the event XRoads’ work exceeds thirty days, the Company will pay XRoads a monthly fee, in advance, for continuing work, up to the maximum amount set forth in the Agreement~~03. ~~Pursuant~~Bankruptcy toor ~~the Agreement, the Company also will pay XRoads’ limited out-of-pocket expenses~~Receivership.

~~The~~On ~~Agreement~~February ~~also~~23, ~~includes~~2012, the ~~provisions~~Company ~~relating~~filed ~~to,~~a ~~among~~voluntary ~~other~~Chapter ~~things,~~11 ~~confidentiality,~~bankruptcy ~~warranties~~petition ~~and~~with ~~indemnification~~the ~~and~~Bankruptcy ~~legal~~Court. ~~proceedings~~The ~~and~~proceeding ~~arbitration~~has been assigned Case No. 12-10633.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Letter Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 3, 2012

CYBERDEFENDER CORPORATION By: /s/ Kevin Harris Kevin Harris, Interim Chief Executive Officer and Chief Financial Officer

The Company will continue its ordinary course of business operations and will operate as a debtor-in-possession within the bankruptcy proceeding. The bankruptcy filing was necessitated by the Company's inability to secure required new equity or debt financing. The Company hopes to use the protections provided by the Chapter 11 process to consummate the transactions contemplated by the APA. The Company believes that the Chapter 11 filing provides it with the best chance of preserving the value of its business assets and maximizing the return to all of the stakeholders of the Company.

Item 8.01.

Other Events.

On February 23, 2012, the Company issued a public announcement of the matters described in Items 1.01 and 1.03 above, a copy of which is attached as Exhibit 99.2 and incorporated herein by reference.

On February 27, 2012, the Company filed with the United States Securities and Exchange Commission (“SEC”) an Application for Withdrawal of the Company’s Registration Statement on Form S-1 that was filed with the SEC on November 25, 2011, (Registration Number 333-178181), as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit 99.1

Asset Purchase Agreement.

Exhibit 99.2

Public Announcement Issued February 23, 2012.

SIGNATURES

Dated: February 27, 2012

	CYBERDEFENDER CORPORATION

	By:	/s/ Kevin Harris
		Kevin Harris, Interim Chief Executive Officer, Chief Financial Officer and Secretary

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