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 Earliest Event Reported) ~~December~~ 28January 18, ~~2021~~2022

BIOSYNERGY, INC.

(Exact name of Registrant as specified in its charter)

Illinois	0-12459	36-2880990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification)

1940 E. Devon, Elk Grove Village, Illinois 60007 (Address of principal executive offices)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 956-0471

N/A (Former name or former address, if changed since last report)

(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 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))

Indicate by check mark whether the registrant is an emerging growth company 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 1 2.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On November 3024, 2021, Biosynergy, Inc. (“Biosynergy” or the “Company”) filed a Current Report on Form 8-K disclosing that the Company entered into an Asset Purchase Agreement (the “Agreement”) on November 23, 2021 with LCR Hallcrest, LLC (“Hallcrest”) for the sale of substantially all of the Company’s assets to Hallcrest (the “~~Transaction~~Asset Sale”). It(which ~~was~~included ~~reported~~a ~~that~~copy of the Agreement ~~contemplated~~as ~~the~~an ~~Transaction~~Exhibit ~~would be implemented through proceedings pursuant~~ to ~~805 ILCS 5/12.05 et seq. of~~ the ~~Illinois~~Form ~~Business Corporations Act (“BCA”~~8-K). ~~On November 24, 2021,~~ Biosynergy ~~filed~~completed ~~a verified complaint (~~the ~~“Complaint”)~~Asset ~~with~~Sale ~~the~~on ~~Circuit~~January ~~Court of Cook County~~18, ~~Illinois, Chancery Division, (the ”Court”), Case No~~2022. 2021CH05951 seeking a judicial dissolution and sale of Biosynergy’s assets pursuant to 805 ILCS 5/12.05 et seq. of the BCA. The complaint alleged that Biosynergy is a small publically traded company that has run out of viable options to continue in business for the benefit of its shareholders, or for the medical customers it serves.

OnBiosynergy ~~December~~sold ~~28,~~all ~~2021,~~of its assets in the ~~Court~~Asset ~~entered~~Sale anexcept ~~order~~for ~~finding~~cash ~~that~~of ~~Biosynergy~~approximately ~~has~~$1,160,000 ~~established~~and ~~“dissolution~~accounts isreceivable ~~reasonably~~of ~~necessary~~approximately ~~because~~$355,000. As consideration for the ~~business~~Asset Sale, Hallcrest paid a purchase price of ~~the~~$1,504,496 ~~corporation~~in ~~can~~cash no(of ~~longer~~which be$150,000 ~~conducted~~was paid into an indemnification escrow account to ~~the~~be ~~general~~held ~~advantage~~for 6 months as security for damages caused by a breach of ~~its~~representations ~~shareholders~~and warranties in the Agreement by Biosynergy).” ~~The~~Biosynergy ~~Court~~retained ~~ordered~~all ~~Articles~~liabilities consisting of ~~Dissolution~~trade topayables, berent ~~filed~~and inutilities ~~accordance~~for ~~with~~the ~~BCA~~premises ~~Section~~at 121940 E.20 ~~and~~Devon, ~~authorized~~Elk Grove Village, Illinois through April 30, 2022, and ~~empowered~~all transaction expenses related to the Asset Sale. Biosynergy plans to ~~wind-down~~dissolve ~~its~~and ~~business~~distribute ~~consistent~~the ~~with~~proceeds ~~BCA~~from ~~Section~~the ~~12.30~~Asset ~~which~~Sale ~~shall~~and ~~include,~~available ~~but~~cash ~~not~~from becollection ~~limited~~of accounts receivable to: is shareholders after release of the funds in the indemnification escrow account described above.

~~a. Sale~~The offoregoing ~~substantially~~description ~~all~~ of ~~its~~the ~~assets~~Agreement toand ~~Hallcrest~~the asAsset ~~set~~Sale ~~forth~~contemplated inby the Agreement, asdoes ~~amended~~not ~~from~~purport ~~time~~ to ~~time~~be incomplete ~~accordance~~and ~~with~~is ~~the~~qualified ~~terms~~in ~~thereof,~~its asentirety ~~authorized~~ by ~~Biosynergy’s~~reference ~~Board~~to ofthe ~~Directors,~~Current ~~and~~Report ~~upon~~on ~~authorization~~Form of8-K ~~the~~filed ~~Transaction~~on byNovember ~~Biosynergy’s~~24, ~~Board~~2021 ofand ~~Directors~~the Agreement, ~~the~~a ~~Transaction~~copy ~~will~~of bewhich ~~approved~~is ~~and~~attached ~~Biosynergy~~as ~~shall~~Exhibit be10.1 ~~authorized~~to ~~and~~the ~~directed~~Current toReport ~~perform~~on ~~under~~Form ~~and~~8-K ~~consummate~~filed ~~the~~on ~~Transaction~~November in24, ~~accordance~~2021, ~~with~~and ~~the~~is ~~Agreement;~~incorporated by reference herein.

bItem 8. ~~Collection~~01 ofOther ~~all accounts receivable owed to Biosynergy;~~Events.

cOn January 20, 2022, the Company issued a press release announcing the closing of the Asset Sale. ~~Payment~~ A copy of ~~all~~the ~~debts~~Company’s ~~owed~~press torelease ~~any~~is ~~creditors~~attached ofhereto ~~Biosynergy;~~as ~~and~~Exhibit 99.1.

d. Distribution and payment of all remaining Biosynergy assets to its shareholders.

In accordance with BCA Section 12.65(b), the Court retained jurisdiction over the dissolution of Biosynergy.

The Court ordered dissolution and sale of Biosynergy’s assets will enable Biosynergy to close the Transaction without the cost of a shareholders’ meeting. Because this is not a bankruptcy or insolvency situation, Biosynergy’s creditors will be paid in full and all proceeds remaining after the Company’s assets are sold, less expenses of the Transaction and dissolution, will be paid to the shareholders.

The foregoing description of the Agreement and the Transaction contemplated by the Agreement does not purport to be complete and is qualified in its entirety by reference to the Current Report on Form 8-K filed on November 30, 2021 and the Agreement, a copy of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on November 30, 2021, and is incorporated by reference herein.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking and are based upon the Company’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts that address activities that the Company “plans,” “expects,” “believes,” “projects,” “estimates” or “anticipates” will, should or may occur in the future are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to: the ~~need~~costs toassociated ~~obtain~~with ~~certain~~the ~~consents~~Asset ~~and~~Sale; ~~satisfy~~the ~~certain~~occurrence ~~conditions~~of toevents ~~closing~~that ~~the~~negatively ~~Transaction,~~impact ~~which~~Biosynergy’s ~~may~~liquidity ~~not be completed~~ in ~~the~~such ~~anticipated~~a ~~time~~way ~~frame~~as orto atlimit ~~all; the occurrence of any event~~ or ~~other~~eliminate ~~circumstance~~Biosynergy’s ~~that~~ability ~~could~~to ~~lead~~distribute to the ~~termination~~shareholders of ~~the~~Biosynergy ~~Agreement;~~proceeds ~~the~~from ~~effect of~~ the ~~Transaction~~Asset onSale ~~the~~and ~~Company’s~~other ~~financial~~cash ~~position~~assets; and the risk factors and known trends and uncertainties as described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. For a more detailed discussion of risk factors, please see Part I, Item 1A, Material Risk Factors, in the Company’s most recent Annual Report on Form 10-K. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in the forward-looking statements. The Company assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

Exhibit No.		Description

10.1		Asset Purchase Agreement, dated as of November 23, 2021, by and among LCR Hallcrest, LLC, a Delaware limited liability company, as Buyer, and Biosynergy, Inc., an Illinois corporation, as Seller, a copy of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on November 30, 2021, and is incorporated by reference herein.

99.1		Press Release dated January 21, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

10.1	Asset Purchase Agreement, dated as of November 23, 2021, by and among LCR Hallcrest, LLC, a Delaware limited liability company, as Buyer, and Biosynergy, Inc., an Illinois corporation, as Seller, a copy of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on November 30, 2021, and is incorporated by reference herein.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

BIOSYNERGY, INC. Date: January 521, 2022 ~~BIOSYNERGY, INC.~~ By: /s/ Fred K. Suzuki /s/ Fred K. Suzuki, President

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