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): ~~May~~June 728, 2018

WALKER INNOVATION INC.

(Exact name of registrant as specified in charter)

Delaware	001-33700	30-0342273
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two High Ridge Park

Stamford, CT 06905

(Address Of Principal Executive Offices) (Zip Code)

(203) 263-9362

(Registrant’s Telephone Number, Including Area Code)

_____________________

(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 registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ X] Soliciting material pursuant to Rule 14a-12~~(b)~~ under the Exchange Act (17 CFR 240.14a-12(b))

[ ] 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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~May~~June 728, 2018, the Board of Directors of Walker Innovation Inc. ~~issued~~(the “Company”) approved the liquidation and dissolution of the Company pursuant to a ~~press~~Plan ~~release~~of ~~announcing~~Complete ~~financial~~Liquidation ~~results~~and Dissolution, subject to stockholder approval. The Company intends to file a proxy statement with respect to a special meeting of the Company’s stockholders to seek stockholder approval for the ~~three~~dissolution ~~months~~of ~~ended~~the ~~March~~Company 31pursuant to the Plan of Complete Liquidation and Dissolution. The Plan of Complete Liquidation and Dissolution contemplates an orderly wind down of the Company’s business affairs, ~~2018~~which will include the disposition of the Company’s patent portfolio to the extent those assets are not sold prior to the filing of the certificate of dissolution. The ~~full~~Plan ~~text~~further contemplates the sale or monetization of the ~~press~~Company’s ~~release~~other isremaining ~~set~~non-cash ~~forth~~assets, inthe ~~Exhibit~~satisfaction 99or settlement of its liabilities and obligations, including contingent liabilities and claims, and additional distributions of any remaining cash to the Company’s stockholders.1 ~~attached~~If ~~hereto~~the dissolution of the Company is approved, the Company also intends, following the filing of a certificate of dissolution, to close its stock transfer books and to discontinue recording transfers of its common stock.

~~The~~Item information in this Form 8-K, including the exhibit, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section9.01. ItFinancial ~~shall~~Statements ~~not~~and ~~be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing~~Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated July 2, 2018

Exhibit Number	Description
99.1	Press Release dated May 7, 2018

SIGNATURES

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.

Dated: May 7, 2018
	WALKER INNOVATION INC.
	By:	/s/ Jonathan Siegel
	Name: Jonathan Siegel
	Title: Chief Executive Officer

Dated: July 2, 2018

	WALKER INNOVATION INC.



	By: /s/Jonathan Siegel
	Name: Jonathan Siegel Title: CEO

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