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) ~~June~~July 2820, 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.)

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 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 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 8.01

Other Events.

On ~~June~~July 2820, 2018, the Board of Directors of Walker Innovation Inc. (the “Company”) ~~approved~~set the ~~liquidation~~date ~~and dissolution~~ of the ~~Company~~Special ~~pursuant~~Meeting toof aStockholders ~~Plan~~ of ~~Complete~~the ~~Liquidation~~Company ~~and~~(the ~~Dissolution,~~“Special ~~subject~~Meeting”) to ~~stockholder~~be ~~approval.~~held ~~The Company intends~~ to ~~file~~approve ~~a proxy statement with respect to a special meeting of~~ the ~~Company’s~~dissolution ~~stockholders~~and tocomplete ~~seek~~liquidation ~~stockholder approval for the dissolution~~ of the Company pursuant to ~~the~~a Plan of Complete Liquidation and Dissolution. ~~The Plan of Complete Liquidation~~ and ~~Dissolution contemplates an orderly wind down of~~ the ~~Company’s~~related ~~business~~record ~~affairs,~~date 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 Plan further contemplates the sale or monetization of the Company’s other remaining non-cash assets, the satisfaction or settlement of its liabilities and ~~obligations,~~filed ~~including~~a ~~contingent~~preliminary ~~liabilities~~a ~~and~~proxy ~~claims,~~statement ~~and~~with ~~additional~~respect ~~distributions of any remaining cash~~ to the ~~Company’s~~Special ~~stockholders.~~Meeting Ifwith the ~~dissolution~~Securities ~~of the Company is approved, the Company also intends, following the filing of a certificate of dissolution, to close its stock transfer books~~ and toExchange ~~discontinue recording transfers of its common stock~~Commission.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated July 223, 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: July 223, 2018

WALKER INNOVATION INC. By: /s/ Jonathan Siegel Name: Jonathan Siegel Title: CEO

Filing Compare · WALKER INNOVATION INC.