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): ~~August~~October 2916, 2019 ~~(May 24, 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)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Not Applicable

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))

☐ 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 71.0103. ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief (the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). On ~~August~~October 2916, 2019, the ~~Company,~~Bankruptcy ~~and~~Court ~~its~~entered ~~U.S.~~an ~~subsidiaries,~~order ~~filed~~(the ~~monthly operating~~“Confirmation ~~reports~~Order”) ~~for~~confirming the ~~period~~Debtor’s ofFirst ~~August~~Amended 1,Plan ~~2019~~of ~~through~~Liquidation ~~August 31, 2019~~ (the “~~Monthly~~Plan ~~Operating~~of ~~Reports~~Liquidation”) filed ~~with~~by the ~~Bankruptcy~~ ~~Court~~Company. ~~Excerpts~~Copies of the ~~Monthly~~Plan ~~Operating~~of ~~Reports,~~Liquidation ~~excluding~~and ~~exhibits,~~the Confirmation Order are ~~attached~~filed as Exhibits 2.1 and 99.1, respectively, to this Current Report on Form 8-K as ~~Exhibits~~and ~~99.1,~~incorporated ~~99.2,~~by ~~99.3,~~reference ~~99.4,~~into ~~99.5,~~this 99Item 1.6,03. ~~and~~Capitalized ~~99.7~~terms ~~and~~used ~~incorporated~~but ~~into~~not ~~this~~defined ~~Item~~herein shall ~~7.01~~have bythe ~~reference~~meanings ascribed to such terms in the Plan of Liquidation or Confirmation Order, as applicable.

~~The~~Summary ~~information set forth in this Item 7.01~~ of ~~this~~Plan ~~Current Report on Form 8-K is being furnished pursuant to Item 7.01~~ of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.Liquidation

~~Cautionary~~The ~~Statements~~Plan of Liquidation, as confirmed by the Bankruptcy Court, creates four Classes of ~~Regarding~~Claims against and Interests in the ~~Monthly~~Company. ~~Operating~~Holders ~~Reports~~of Allowed Claims in Class 1 (Priority Claims) and Class 2 (Unsecured Claims) are entitled to receive distributions under the Plan of Liquidation. If all Allowed Unsecured Claims are paid in full with post-petition interest at the federal judgment rate, Holders of Allowed Interests in Class 3 (PRXI Equity Interests) may be entitled to receive a distribution under the Plan of Liquidation. In addition, the Company will be paying Allowed Administrative Expense Claims, Allowed Professional Compensation Claims, Allowed Priority Tax Claims and Allowed Priority Claims under the Plan of Liquidation. Pursuant to the Plan of Liquidation, upon the effectiveness thereof, all of the Company’s remaining assets will be transferred to the Liquidating Trust, which will administer the assets and pursue certain causes of action held by the Company and other recoveries for the benefit of unsecured creditors. The Plan of Liquidation also implements the terms of certain settlements among various creditor constituencies, without which the Company believes recoveries to creditors would be materially reduced. Certain reserves will be established by the Liquidating Trust, pursuant to the Plan of Liquidation and Liquidating Trust Agreement for purposes of resolving disputed claims and ongoing disputes, and funding various costs and expenses associated with the administration of the Liquidating Trust.

The ~~Company~~Plan ~~cautions~~of ~~investors~~Liquidation ~~and~~further ~~potential investors~~provides ~~not~~that toall ~~place~~outstanding ~~undue~~equity ~~reliance~~interests ~~upon the information contained~~ in the Company ~~Monthly~~will ~~Operating~~be ~~Reports,~~cancelled ~~which were not prepared~~ for ~~the~~no ~~purpose~~consideration ofon ~~providing~~ the ~~basis~~effective ~~for~~date ~~an investment decision relating to any~~ of the ~~securities~~Plan of ~~the Company~~Liquidation. ~~The~~As ~~Monthly Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose~~ of ~~complying with~~October ~~requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants~~16, ~~are~~ ~~in a format prescribed by applicable bankruptcy laws~~2019, ~~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~~Company ~~United~~had ~~States (“GAAP”) and~~7, ~~therefore~~930,816 ~~may~~shares ~~exclude~~of ~~items~~common ~~required~~stock byissued ~~GAAP, such as certain reclassifications, non-cash items, accruals, valuations~~ and ~~disclosures.~~outstanding ~~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~~no ~~information might~~shares ~~not~~reserved ~~be indicative of the Company's financial condition or operating results~~ for afuture ~~period~~issuance ~~that would be reflected~~ in ~~the~~respect ~~Company's financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective~~ of anclaims ~~investor~~and orinterests ~~potential~~filed ~~investor in the Company’s securities, the Monthly Operating Reports are complete. Results~~ and ~~information~~allowed ~~set forth~~under in the ~~Monthly~~Plan ~~Operating Reports should not be viewed as indicative~~ of ~~future results~~Liquidation.

~~Exchange~~The ~~Act~~Plan ~~Reports~~of Liquidation will become effective on the first business day on which (i) all conditions precedent to the occurrence of the Effective Date set forth in Article 13 of the Plan of Liquidation have been satisfied or waived in accordance with the terms of the Plan of Liquidation and (ii) no stay of the Confirmation Order is in effect.

~~The~~Assets ~~Company has suspended the filing of its regular periodic reports on Form 10-K~~ and ~~Form~~Liabilities 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. Full copies of the Company’s Monthly Operating Reports can be obtained by contacting the Bankruptcy court and referencing case number 3:16-bk-02232-JAF, docket numbers 201-207.

As of August 31, 2019, the Company had total assets of $ 10,105.000 and total liabilities of $13,994,000.

Exchange Act Reporting Obligations

The Company intends to file a Form 15 with the Securities and Exchange Commission for the purpose of terminating the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing a Form 15, the Company will immediately cease filing any further periodic or current reports under the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 1.03 of this Current Report on Form 8-K is incorporated by reference to this Item 3.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Exhibit No.~~	Description	~~Description~~
	99.1		Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Premier Exhibitions, Inc.
2.1		First Amended Plan of Liquidation
99.1		Confirmation Order

99.2 Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Premier Exhibition Management LLC

99.3 Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Arts and Exhibitions International, LLC

99.4 Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Premier Merchandising, LLC

99.5 Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Premier Exhibitions International, LLC

99.6 Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Premier Exhibitions NYC, Inc.

99.7 Monthly Operating Report for the Period of August 1, 2019 through August 31, 2019 dated October 1, 2019 for Dinosaurs Unearthed Corp.

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.

	PREMIER EXHIBITIONS, INC.
Date: October 4, 2019	By: /s/Jerome Henshall
Date: October 18, 2019	By:	/s/Jerome Henshall
		Jerome Henshall
		Chief Financial Officer

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