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~~March 13, 2019

Premier Exhibitions, Inc.

(Exact name of Registrant as Specified in Charter)

FLORIDA

(State or Other Jurisdiction
of Incorporation)

000-24452

(Commission
File Number)

20-1424922

(I.R.S. Employer
Identification Number)

3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071

(Address of Principal Executive Offices) (Zip Code)

(404) 842 - 2600

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 ☐

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. ☐

Item 27.01. ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure.

OnAs previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code ~~(the “Bankruptcy Code”)~~ in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). On March 13, 2019, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of January 1, 2019 through January 31, 2019 (the “Monthly Operating Reports”) with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 and incorporated into this Item 7.01 by reference. RMS Titanic, Inc. has been dismissed from the proceedings by the Bankruptcy Court. As such, it will no longer be filing monthly operating reports.

OnThe ~~June~~information ~~14,~~set ~~2018,~~forth ~~the~~in ~~Company~~this ~~and~~Item ~~certain~~7.01 of ~~its~~this ~~subsidiaries,~~Current ~~Arts~~Report on ~~and~~Form ~~Exhibitions~~8-K ~~International,~~is ~~LLC,~~being afurnished ~~Florida~~pursuant ~~limited~~to ~~liability~~Item ~~company, Premier Exhibition Management LLC, a Florida limited liability company, Premier Exhibitions NYC, Inc~~7.,01 a Nevada corporation, Premier Merchandising, LLC, a Delaware limited liability company, Premier Exhibitions International, LLC, a Delaware limited liability company, Dinosaurs Unearthed Corp., a Delaware corporation, DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of ~~British~~Form ~~Columbia,~~8-K and ~~RMS~~shall ~~Titanic,~~not ~~Inc.,~~be adeemed ~~Florida~~“filed” ~~corporation, solely~~ for ~~certain~~ purposes ~~(collectively,~~of ~~the~~Section 18 ~~“Sellers”)~~of ~~entered~~the ~~into~~Securities anExchange ~~asset~~Act ~~purchase~~of ~~agreement~~1934, (as amended ~~on September 14, 2018 and February 13, 2019,~~ (the “~~Asset~~Exchange ~~Purchase Agreement~~Act”) ~~with Premier Acquisition Holdings LLC~~, aor ~~Delaware~~otherwise ~~limited~~subject ~~liability company (“Buyer”), pursuant~~ to ~~which~~ the ~~Buyer agreed to acquire substantially all of the assets and assume certain~~ liabilities of ~~the~~that ~~Sellers~~section, ~~pursuant~~nor toshall ~~Sections~~it ~~363~~be ~~and~~deemed ~~365~~incorporated ofby ~~the~~reference ~~Bankruptcy~~into ~~Code,~~any ~~the terms~~ of ~~which were previously announced and more fully described in~~ the ~~Current~~Company’s ~~Reports~~filings ~~filed~~under ~~with~~ the Securities Act ~~and~~of ~~Exchange~~1933, ~~Commission~~as amended (the “~~SEC~~Securities Act”) ~~on Form 8-K on June 18~~, ~~2018~~or ~~and~~the ~~September~~Exchange 18Act, ~~2018.~~whether Onmade ~~October~~before ~~19,~~or ~~2018,~~after the ~~Bankruptcy~~date ~~Court~~hereof and ~~entered~~regardless anof ~~order~~any ~~approving~~general ~~the~~incorporation ~~Asset~~language ~~Purchase~~in ~~Agreement~~such ~~and~~filings, ~~authorizing~~except to the ~~transactions~~extent ~~contemplated~~expressly ~~thereby.~~set Onforth ~~December~~by ~~21,~~specific ~~2018,~~reference in ~~the~~such ~~United~~a ~~States~~filing. ~~District~~The ~~Court~~filing ~~for~~of ~~the~~this ~~Eastern~~Item ~~District~~7.01 of ~~Virginia~~this ~~(the~~Current ~~“Admiralty~~Report ~~Court”)~~on ~~entered~~Form an8-K ~~order~~shall ~~approving~~not ~~the~~be ~~Asset~~deemed ~~Purchase~~an ~~Agreement~~admission ~~and~~as ~~authorizing~~to the ~~sale~~ materiality of ~~100%~~any ofinformation ~~RMS~~herein ~~Titanic,~~that ~~Inc.’s~~is ~~stock~~required to ~~the~~be ~~Buyer~~disclosed assolely ~~set~~by ~~forth~~reason inof ~~the~~Regulation ~~Asset Purchase Agreement and the Admiralty Court approval order~~FD.

OnCautionary ~~February~~Statements ~~13, 2019~~ Regarding the ~~Sellers~~Monthly ~~and~~Operating Buyer closed the transactions contemplated by the Asset Purchase Agreement (the “Closing”). On that date, the Company received cash consideration totaling approximately $11,156,202, net of $500,000 that was deposited in escrow for post-closing adjustments and the payment of certain obligations pursuant to the Asset Purchase Agreement, and the assumption by the Buyer of certain liabilities. With the Closing, the Company completed the disposition of substantially all of its assets. Reports

~~Item~~The 7Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.01 ~~Regulation~~The FDMonthly ~~Disclosure~~Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The financial information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which are different from the historical periods required in the Company’s reports pursuant to Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Results and information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

Exchange Act Reports

The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “SEC”). The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.

~~Additional~~Item ~~Information~~9.01. ~~Regarding~~Financial ~~the~~Statements ~~Chapter~~and ~~11 Filing~~ Exhibits.

~~Information about the Chapter 11 process, as well as court filings~~ (~~including the full text of the Monthly Operating Reports, with exhibits~~d) ~~and other documents related to the reorganization proceedings, is available through the Bankruptcy Court’s PACER/ECF website~~ Exhibits. ~~Information contained on, or that can be accessed through, the Bankruptcy Court’s website is not part of this Current Report.~~

Item 9.01 Financial Statements and Exhibits.

	Exhibit No.		Description
	99.1		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions, Inc.
	99.2		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibition Management LLC
	99.3		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Arts and Exhibitions International, LLC
	99.4		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Merchandising, LLC
	99.5		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions International, LLC
	99.6		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions NYC, Inc.
	99.7		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Dinosaurs Unearthed Corp.

~~(d) Exhibits~~SIGNATURE

Exhibit No.

Description

2.1*

Amendment No.2, dated February 13, 2019, to Asset Purchase Agreement, dated June 14, 2018, by and among, Premier Exhibitions, Inc., Arts and Exhibitions International, LLC, Premier Exhibition Management LLC, Premier Exhibitions NYC, Inc., Premier Merchandising, LLC, Premier Exhibitions International, LLC, Dinosaurs Unearthed Corp., DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, RMS Titanic, Inc. and Premier Acquisition Holdings LLC.

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.

** Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A list of these Exhibits and Schedules is included after the signature pages to the Asset Purchase Agreement. The Company agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the SEC upon request.

	PREMIER EXHIBITIONS, INC.


Date: March 21, 2019	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

~~SIGNATURE~~INDEX TO EXHIBITS

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.

	Exhibit No.		Description
	99.1		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions, Inc.
	99.2		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibition Management LLC
	99.3		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Arts and Exhibitions International, LLC
	99.4		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Merchandising, LLC
	99.5		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions International, LLC
	99.6		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Premier Exhibitions NYC, Inc.
	99.7		Monthly Operating Report for the Period of January 1, 2019 through January 31, 2019 dated March 12, 2019 for Dinosaurs Unearthed Corp.

	PREMIER EXHIBITIONS, INC.
Date: February 14, 2019	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

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