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): ~~October~~December 1715, 2017

~~PRISM~~Prism ~~TECHNOLOGIES~~Technologies ~~GROUP~~Group, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)	0-26083 (Commission File Number)	94-3220749 (I.R.S. Employer Identification No.)

	101 Parkshore Dr., Suite 100 Folsom, California 95630 (Address of principal executive offices including zip code)

	(916) 932-2860 (Registrant’s telephone number, including area code)

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:

[ ]	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 45.0107. ~~Changes~~SUBMISSION inOF ~~Registrant's~~MATTERS ~~Certifying~~TO ~~Accountant~~A VOTE OF SECURITY HOLDERS.

~~(a) On~~The ~~October~~following ~~17,~~proposals ~~2017~~were ~~the~~approved ~~Company~~at ~~dismissed~~the ~~Ernst~~December &15, ~~Young~~2017 ~~LLP~~annual ~~(“EY”)~~meeting asof ~~its~~stockholders ~~independent~~of ~~registered~~Prism ~~public~~Technologies ~~accounting~~Group, ~~firm~~Inc. ~~The audit committee of the Board of Directors~~ (the “~~Board~~Company”) ~~recommended and the Board approved such dismissal, effective as of October 17, 2017.~~:

~~The~~1. ~~reports~~Election of EYDirectors. onStockholders ~~the~~elected ~~Company’s~~Dennis ~~financial~~Chookaszian ~~statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion~~ and ~~were~~Gregory ~~not~~Duman ~~qualified~~to orserve ~~modified~~ as ~~to uncertainty, audit scope, or accounting principles, except that EY’s audit reports on~~ the ~~December~~Class ~~31,~~III ~~2015~~directors ~~and~~for ~~2016~~a ~~financial~~three ~~statements~~year ~~contained~~term ~~explanatory~~expiring ~~paragraphs~~at ~~expressing substantial doubt regarding~~ the Company’s ~~ability~~2020 toannual ~~continue~~meeting asof ~~a going concern~~stockholders.

In connection with the audits of the Company’s financial statements for each of the two fiscal years ended December 31, 2016, and in the subsequent interim period through October 17, 2017, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their report, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Dennis Chookaszian	4,474,604	751,358	2,346,909
Gregory Duman	4.457,969	767,993	2,346,909

~~The~~2. ~~Company~~Advisory ~~provided~~Vote EYon ~~with~~Executive aCompensation. ~~copy~~Stockholders ofapproved, ~~the disclosures it is making in this Current Report~~ on ~~Form~~an 8advisory, non-Kbinding ~~and~~basis, ~~has requested EY to furnish the Company with~~ a ~~letter~~resolution ~~addressed~~approving to the ~~Securities~~compensation ~~and~~of ~~Exchange Commission stating whether it agrees with~~ the ~~statements contained herein. A copy of EY~~Company’s ~~letter,~~named ~~dated~~executive ~~October 20, 2017 is filed as Exhibit 16~~officers.~~1 to this Current Report on Form 8-K.~~

(b) On October 17, 2017, the audit committee of the Board approved the appointment of Marcum LLP as the Company’s new independent registered public accounting firm, effective October 17, 2017.

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
4,198,321	886,607	141,034	2,346,909

~~Item~~3. 9Ratification of Appointment of Independent Registered Public Accounting Firm.01 ~~Financial~~Stockholders ~~Statements~~ratified ~~and~~the ~~Exhibits~~appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

(d) Exhibits

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
6,537,352	365,928	669,591	0

~~The following exhibits are filed herewith:~~SIGNATURES

~~16.1 Letter~~Pursuant ~~dated~~to ~~October~~the 20requirements of the Securities Exchange Act of 1934, ~~2017~~the ~~from~~registrant ~~Ernst~~has &duly ~~Young~~caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SIGNATURES

	PRISM TECHNOLOGIES GROUP, INC.


Date: December 20, 2017	By:	/s/ L. Eric Loewe
		Name: L. Eric Loewe
		Title: Senior Vice President, General Counsel and Secretary

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.

	PRISM TECHNOLOGIES GROUP, INC.
Date: October 23, 2017		By:/s/ L. Eric Loewe
		Name: L. Eric Loewe Title: Senior Vice President, General Counsel and Secretary

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