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): February 23, 2012

CYBERDEFENDER CORPORATION

(Exact name of Company as specified in Charter)

Delaware	333-138430	65-1205833
(State or other jurisdiction of	(Commission File No.)	(IRS Employee Identification No.)
(State or other jurisdiction of incorporation or organization)	(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 13.01.(a) ~~Entry~~Notice ~~into~~of Delisting of Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~The~~On ~~following~~February ~~summary~~23, ~~provides~~2012, CyberDefender ~~only~~Corporation (the “Company”) received a ~~brief~~letter ~~description~~from the staff of the ~~agreements~~Listings ~~and~~Qualifications ~~instruments~~Department ~~described~~of ~~below.~~ The ~~summary~~Nasdaq Stock isMarket ~~qualified~~LLC in(the ~~its~~“Staff”) ~~entirety~~stating bythat, because the ~~full texts~~Company has filed a petition pursuant to Chapter 11 of the Bankruptcy ~~agreements~~Code, the Staff has determined, in accordance with Listing Rules 5101, 5110(b) and ~~instruments~~IM-5101-1, that the Company’s securities will be delisted from The Nasdaq Stock Market (the “Letter”).

~~CyberDefender~~The ~~Corporation (the~~Letter ~~“Company”)~~also ~~has~~states ~~been~~that, on inAugust ~~discussions with GR Match~~24, ~~LLC (“GRM”)~~2011, the ~~Company’s~~Staff ~~senior~~notified ~~secured lender and~~ the ~~provider~~Company ofthat: ~~media~~(i) ~~purchasing,~~the ~~production,~~market ~~advertising~~value ~~and~~of ~~marketing services in connection with~~ the Company’s ~~business,~~listed securities had been ~~regarding~~below the ~~Company’s~~minimum ~~defaults~~$50,000,000 ~~under~~required ~~its~~for ~~existing~~continued ~~loan~~listing ~~agreements~~as ~~with~~set ~~GRM.~~forth Asin aListing ~~result~~Rule of5450(b)(2)(A) for the ~~discussions,~~previous ~~the~~ten ~~Company~~consecutive ~~entered~~trading ~~into~~days; an(ii) ~~Asset~~in ~~Purchase~~accordance ~~Agreement~~ with ~~GRM~~Listing orRule ~~its designee~~ 5810(anc)(3)(C), ~~acquisition~~the ~~company~~Company towas beprovided ~~formed~~with ~~and~~180 ~~designated~~calendar bydays, ~~GRM)~~or ~~dated as~~until of February 23 21, 2012, ~~(the~~to ~~“APA”)~~regain ~~pursuant~~compliance; toand ~~which~~(iii) the Company has ~~agreed,~~not ~~subject~~regained tocompliance and the ~~conditions~~Company’s ~~set~~failure ~~forth~~to inregain compliance ~~the~~serves ~~APA,~~as toan ~~sell~~additional ~~substantially~~basis ~~all~~for ofdelisting. ~~its~~The ~~assets~~Letter tofurther ~~GRM~~states inthat, aunless ~~sale~~the ~~conducted~~Company ~~under~~requests ~~the~~an ~~supervision~~appeal of the ~~United States Bankruptcy~~Staff’s ~~Court~~determination ~~for~~to ~~the~~delist, ~~District~~trading ofin ~~Delaware (~~the ~~“Bankruptcy~~Company’s ~~Court”).~~common Asstock ~~required~~will bybe ~~the~~suspended ~~Bankruptcy~~at ~~Code,~~ the ~~sale~~opening of ~~the~~business ~~assets to~~on ~~GRM~~March ~~will~~5, be2012, and ~~subject~~a toForm ~~overbidding~~25-NSE bywill ~~other~~be ~~prospective~~filed ~~purchasers~~with ~~pursuant~~the toSecurities ~~bidding~~and ~~procedures~~Exchange toCommission be(“SEC”) ~~approved~~which bywill remove the ~~Bankruptcy~~Company’s ~~Court.~~securities Afrom ~~copy~~listing ofand ~~the~~registration ~~APA~~on isThe ~~attached~~Nasdaq asStock ~~Exhibit 99~~Market.~~1 and incorporated herein by reference.~~

The ~~assets to be acquired pursuant to the APA include all assets, other than certain excluded assets, used in connection with the~~ Company’s ~~business. The~~will consideration to be paid for the purchased assets, subject to certain adjustments, consists of: (i) a credit bid by GRM in the aggregate principal amount of $12 million relating to debtor-in-possession financing to be provided by GRM and 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 stock and warrants in the Company; and (iii) $250,000. The sale of assets is subject to a number of terms and conditions, including Bankruptcy Court approval. GRM is entitled to terminate the APA in certain circumstances, including: (i) upon the occurrence of certain events of defaults by the Company; (ii) if certain orders of the Bankruptcy Court are not ~~entered~~request byan ~~dates specified in the APA; and (iii) the Company accepts, in accordance with the bidding procedures, a bid submitted by a third party~~appeal. ~~In the event of the closing of a transaction resulting from a bid submitted by a third party in accordance with the bidding procedures, GRM is entitled to expense reimbursement not to exceed $500,000.~~

AsFinally, ~~part~~the ofLetter ~~its discussions~~states ~~with GRM~~that, if the Company, asdoes ofnot ~~February~~appeal ~~23,~~the ~~2012,~~Staff’s ~~entered~~determination ~~into~~to adelist: ~~debtor-in-possession financing arrangement~~ (~~the “DIP Facility”~~i) ~~with~~ ~~GRM pursuant to which~~ the Company’s ~~may~~securities ~~borrow~~will upnot tobe immediately ~~$4.6~~eligible ~~million~~ to ~~finance~~trade ~~operations~~on ~~during its Chapter 11 proceedings. Indebtedness incurred under~~ the ~~DIP~~OTC ~~Facility:~~Bulletin ~~(i)~~Board ~~accrues~~or ~~interest~~in at the ~~rate~~“Pink ~~of 8% per annum~~Sheets”; (ii) ~~matures on~~ the ~~earlier~~Company’s ofsecurities may ~~(a)~~become ~~the~~eligible ~~closing of~~if ~~the~~a ~~sale~~market ofmaker ~~assets~~makes orapplication ~~(b)~~to ~~June~~register ~~15,~~in ~~2012;~~ and ~~(iii)~~quote isthe ~~secured~~securities byin ~~certain~~accordance ~~liens~~with onSEC ~~substantially~~Rule ~~all~~15c2-11 and ofsuch ~~the~~application ~~Company’s~~(a ~~assets. The~~Form ~~DIP~~211) ~~Facility~~ is ~~subject~~cleared; toand a(iii) ~~number~~only ofa ~~terms~~market ~~and conditions~~maker, ~~including~~and ~~Bankruptcy~~not ~~Court approval. GRM is entitled to terminate~~ the ~~DIP~~Company, ~~Facility~~may ~~upon~~file ~~the~~a ~~occurrence~~Form ~~of certain events of defaults by the Company~~211.

~~Item 1.03. Bankruptcy or Receivership.~~SIGNATURES

OnPursuant ~~February~~to 23the requirements of the Securities Exchange Act of 1934, ~~2012~~as amended, the Company ~~filed~~has aduly ~~voluntary~~caused ~~Chapter~~this 11Current ~~bankruptcy~~Report ~~petition~~on ~~with~~Form ~~the~~8-K ~~Bankruptcy~~to ~~Court.~~be ~~The~~signed ~~proceeding~~on its ~~has~~behalf ~~been~~by ~~assigned~~the ~~Case~~undersigned ~~No.~~hereunto ~~12-10633~~duly authorized.

Dated: March 2, 2012

~~The~~CYBERDEFENDER ~~Company~~CORPORATION ~~will~~By: ~~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~~Kevin toHarris ~~secure~~Kevin ~~required~~Harris, ~~new~~Interim ~~equity~~Chief orExecutive ~~debt~~Officer 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~~Chief ~~the~~Financial ~~return to all of the stakeholders of the Company.~~Officer

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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