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) September 14, 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) 461-7200

(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)

[ ] 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 28, 2018, the Board of Directors of Walker Innovation Inc. (the “Company”) approved the liquidation and dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution, which Plan of Complete Liquidation and Dissolution was subsequently approved by the stockholders of the Company at a special meeting held on September 5, 2018. On September 7, 2018, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware, which filing will become effective on September 20, 2018. On September 14, 2018, the Board of Directors of the Company approved an initial liquidating distribution to the holders of the Company’s common stock and Series B convertible preferred stock and issued a press release regarding such distribution, which press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release dated September 14, 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: September 14, 2018

	WALKER INNOVATION INC.


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

WALKER INNOVATION INC. 8-K