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~~March 1110, 2016

SPIRE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Massachusetts

0-12742

04-2457335

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Patriots Park, Bedford, Massachusetts		01730-2396
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 275-6000

Not Applicable

(Former name or 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))

Item 17.01 Regulation ~~Entry~~FD ~~into a Material Definitive Agreement~~Disclosure.

OnAs ~~January~~previously 11disclosed, ~~2016,~~ Spire Corporation (the “Company”) ~~entered~~has ~~into~~been anexploring ~~Asset~~various ~~Purchase~~alternatives ~~Agreement~~on ~~(the~~how ~~“Purchase~~to ~~Agreement”)~~fund ~~with~~working ~~Eternal~~capital ~~Sun~~needs ~~USA,~~and ~~LLC~~has ~~(“Buyer”)~~suffered ~~pursuant~~severe toconstraints ~~which~~on ~~Buyer~~its ~~agreed~~liquidity toand ~~acquire~~operations. ~~substantially~~On ~~all~~March 10, 2016, as a result of the ~~assets~~continued deterioration of the Company'’s ~~Sun~~business ~~Simulator~~and ~~technology~~financial ~~line~~condition ~~(the~~and ~~“Sun~~lack ~~Simulator~~of ~~Business”)~~sufficient ~~and~~liquidity, ~~assume~~the ~~certain~~Company ~~liabilities~~determined ~~associated~~to ~~with~~cease ~~such~~operations. ~~purchased~~In ~~assets~~consultation aswith ~~set~~its ~~forth~~financial inadvisor, the ~~Purchase~~Company ~~Agreement~~intends ~~(collectively,~~to ~~the~~pursue ~~“Transaction”)~~a potential pro rata settlement arrangement with Company’s creditors. The ~~Transaction~~Company ~~was~~will ~~entered~~layoff ~~into~~or infurlough ~~connection~~employees ~~with~~and ~~the~~only ~~Company’s~~retain ~~continuing~~a ~~restructuring~~limited ~~efforts,~~staff ~~pursuant~~to assist with remaining contractual obligations and to ~~which~~assist in the ~~Company~~creditor ~~will~~settlement ~~focus~~process. onIf ~~its~~the ~~retained~~Company ~~turnkey~~is ~~manufacturing~~not ~~line~~successful ~~business.~~in ~~The~~reaching ~~aggregate~~such ~~purchase~~settlement ~~price~~with ~~for~~its ~~the~~creditors ~~Sun~~or ~~Simulator~~is ~~Business~~not ~~was~~able ~~$1.5~~to ~~million~~obtain ~~plus~~additional financing, the ~~assumed~~Company ~~liabilities.~~may be required to file for bankruptcy.

The Purchase Agreement also includes a five-year commitment of the Company not to compete with Buyer with respect to the Sun Simulator Business (provided, however, that the Company may from time to time sell certain simulator equipment as part of its retained business). The Purchase Agreement also contains customary representations and warranties, post-closing covenants and mutual indemnification obligations for, among other things, inaccuracy or breach of any representation or warranty in the Purchase Agreement and any breach or non-fulfillment of any covenant contained in the Purchase Agreement and related transaction agreements or certificates.

This summary description of the Purchase Agreement is qualified in its entirety by reference to the actual Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit No.	Description
	10.1	Asset Purchase Agreement, dated January 11, 2016, by and between Spire Corporation and Eternal Sun USA, LLC

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.

Date: January 15, 2016	SPIRE CORPORATION
Date: March 10, 2016	SPIRE CORPORATION
	By:	/s/ Rodger W. LaFavre
		Rodger W. LaFavre
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated January 11, 2016, by and between Spire Corporation and Eternal Sun USA, LLC

Filing Compare · SPIRE Corp