UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

31 Date of Report: March 27, 2020 (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~December 17~~BROADVISION, ~~2019~~INC. (Exact name of registrant as specified in its charter)

BroadVision, Inc.

Delaware

1-34205

94-3184303

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

__________________________________________

460 Seaport Ct, Suite 102, Redwood City, CA

94063

(Address of principal executive offices)

(Zip Code)

(~~Exact~~650) ~~name~~331-1000 (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 the registrant asunder ~~specified~~any inof ~~its~~the ~~charter~~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))

Delaware	1-34205	94-3184303
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
460 Seaport Court, Suite 102, Redwood City, California		94063
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant's telephone number, including area code: (650) 331-1000

______________________________________________

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:

[ ] 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per

BVSN

Nasdaq Capital Market

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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~ Agreement.

The ~~2019 annual~~information ~~meeting~~set offorth ~~the~~in ~~stockholders~~Item ~~of BroadVision, Inc~~1.03 ~~(the~~below ~~“Annual~~with ~~Meeting”)~~respect ~~was~~to ~~held on December 17, 2019 in our office located at 460 Seaport Court, Suite 102, Redwood City, California. At~~ the ~~Annual~~Restructuring ~~Meeting,~~Support ~~our~~Agreement ~~stockholders voted on two proposals, each of which is described in more detail in our definitive proxy statement on Schedule 14A~~ (~~the~~as ~~“Proxy~~defined ~~Statement”~~below) ~~filed with the U.S. Securities and Exchange Commission on November 7, 2019. The following~~ is aincorporated ~~brief~~herein ~~description~~by of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matterreference.

Item 1.03 ~~Our~~Entry ~~stockholders~~into ~~elected~~Restructuring ~~each~~Support ~~of four director nominees to serve for the ensuing year and until their successors are elected and qualified. The votes regarding the election of directors were as follows:~~Agreement

Director Name	Votes For	Votes Withheld	Broker Non-Votes
Pehong Chen	2,890,602	10,378	811,075
James D. Dixon	2,889,133	11,847	811,075
Robert Lee	2,883,364	17,616	811,075
François Stieger	2,893,108	7,872	811,075

On March 27, 2020, the Company entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with ESW Capital, LLC, a major shareholder of the Company (“ESW” or the “Plan Sponsor”), and other major shareholders of the Company, including Dr. Pehong Chen and Honu Holdings, LLC (collectively, the “Shareholders”). Among other things, the Restructuring Support Agreement provides that the Plan Sponsor and the Shareholders will support the Company’s restructuring efforts as set forth in, and subject to the terms and conditions of, the Restructuring Support Agreement. The Restructuring Support Agreement also provides that the, upon the occurrence of the effective date of the Plan, ESW will sponsor and fund the Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for BroadVision, Inc.(the “Plan”), which will provide for the full payment of all allowed administrative, legal costs, and secured (if any) and unsecured liabilities (including those of employees and vendors). Additionally, holders of the Company’s common stock (other than ESW) are expected to receive $4.375 per common share (assuming 5,142,333 shares are outstanding), plus each of their pro rata share of the Company’s cash on hand as of the effective date of the Plan (including proceeds from the sale of a block of IP addressed owned by the Company) following the payment of certain case-related costs and expenses. Under the Plan, ESW will acquire 100% of the equity interests of the reorganized Company, free and clear of any options, liens, or other claims.

2.The ~~Our~~foregoing ~~stockholders~~description ~~ratified~~of the ~~selection~~Restructuring ofSupport ~~OUM~~Agreement &does ~~Co.~~not ~~LLP~~purport asto ~~our~~be ~~independent~~complete ~~registered~~and ~~public~~is ~~accounting~~qualified ~~firm~~in ~~for~~its entirety by reference to the ~~fiscal~~Restructuring ~~year~~Support ~~ending~~Agreement ~~December~~filed ~~31,~~as ~~2019~~Exhibit 10.1 ~~The~~hereto ~~voting~~and ~~results~~incorporated ~~were~~herein asby ~~follows:~~ reference.

Votes For	Votes Against	Abstentions
3,604,697	93,503	13,855

On March 27, 2020, the Company issued a press release announcing that the Company had entered into the Restructuring Support Agreement in anticipation of filing a petition to initiate the chapter 11 case in the United States Bankruptcy Court for the District of Delaware. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

* * * * *

Cautionary Information Regarding Trading in the Company’s Securities.

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case, and the effectiveness of the Plan is subject to numerous conditions, including approval by the Bankruptcy Court. As noted, the transaction specified in the Restructuring Support Agreement contemplates that existing equity interests in the Company would be cancelled and that the holders thereof will neither receive nor retain any property on account thereof. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which are based on the Company’s current expectations, estimates, and projections about the businesses and prospects of the Company and its subsidiaries, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number		Description
10.1*		Restructuring Support Agreement, dated March 27, 2020 by and between the Company, the Plan Sponsor, and other major shareholders of the Company, including Dr. Pehong Chen and Honu Holdings, LLC
99.1		Press Release, dated March 27, 2020 ET

______________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	BroadVision, Inc.	~~BroadVision, Inc.~~
December 20, 2019		By:	/s/ Pehong Chen
Date: March 27, 2020	/s/ ______________________________
			Name: Pehong Chen
	Dr. Pehong Chen
			Title: President, Chief Executive Officer and Interim Chief Financial Officer
	President, Chief Executive Officer, Interim Chief Financial Officer

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