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

Ap Date of Report: ~~April~~May 218, 2020 (Date of earliest event reported) BROADVISION, INC. (Exact name of registrant as specified in its charter)

Delaware

1-34205

94-3184303

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Redwood City, CA
460 Seaport Ct, Suite 102, Redwood City, CA	94063
(Address of principal executive offices)	(Zip Code)

(650) 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 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))

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Nasdaq Listing Non-Compliance Notice

On April 2, 2020, BroadVision, Inc. (the “Company” or the “Debtor”), received a letter from the Nasdaq Listing Compliance office, notifying the Company that, by not yet filing its Annual Report on Form 10-K for the year ended December 31, 2019, the Company was no longer in compliance with Nasdaq’s Listing Rules (pursuant to Rule 5250(c)(1)) and had 60 calendar days (that is, until June 1, 2020) to submit a plan to regain compliance. A copy of the letter is attached as Exhibit 99.1. In light of the Company’s previously announced Chapter 11 Case (as defined below) and the Combined Hearing (as defined below), scheduled to be held on May 14, 2020, to consider, among other things, confirmation of the Amended Plan (as defined below), pursuant to which all Equity Interests (as defined in the Amended Plan) will cancelled in exchange for the Equity Interest Recovery (as defined in the Amended Plan), the Company does not currently intend to submit a plan to regain compliance with Nasdaq’s Listing Rules.

Item 8.01 Other Events.

As previously reported, on March 30, 2020, BroadVision, Inc. (the “Company” or the “Debtor ”) filed a voluntary petition (the case commenced thereby, the “Chapter 11 Case”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Chapter 11 Case is being administered under the caption In re BroadVision, Inc. (Case No. 20-10701 (CSS)).

AsAlso as previously reported, on ~~March~~April 303, 2020, the Debtor ~~also~~ filed the Amended Prepackaged Chapter Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for BroadVision, Inc. (the “~~Original~~Amended Plan”), ~~and a related disclosure statement~~ with the Bankruptcy Court ~~in accordance with the Bankruptcy Code~~. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the ~~meanings~~meaning ascribed to them in the Amended Plan ~~(as defined below)~~.

~~Amended~~On ~~Chapter~~May 1115, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Amended Plan. Nasdaq has indicated to the Company that it will suspended trading of the Company’s common stock, $0.0001 par value per share (“Debtor Common Stock”), effective as of the close of business on May 18, 2020. Nasdaq will file a Form 25 notifying the SEC of Nasdaq’s withdrawal of the Debtor Common Stock from listing on the Nasdaq Stock Market and ~~Amended~~the ~~Disclosure~~intention ~~Statement~~to withdraw the Debtor Common Stock from registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 terminating the registration of the Debtor Common Stock and suspending the Company’s duty to file reports under the Exchange Act. After filing the Form 15, the Company will not make further filings or reports with the SEC, such as Form 8-K, Form 10-Q and Form 10-K.

On ~~April~~May 318, 2020, (the ~~Debtor~~“Effective ~~filed~~Date”), the Amended ~~Prepackaged Chapter~~ Plan ofwill ~~Reorganization~~become ~~Under~~effective ~~Chapter~~in 11accordance ofwith ~~the~~its ~~Bankruptcy Code for BroadVision~~terms, ~~Inc.~~and (the ~~“Amended~~Debtor ~~Plan”)~~will ~~and~~emerge ~~the~~from ~~related~~Chapter ~~disclosure~~11 ~~statement~~protection ~~for~~as the ~~Amended~~Reorganized ~~Plan~~Debtor. (On the ~~“Amended~~Effective ~~Disclosure~~Date, ~~Statement”)~~by ~~with~~operation of the ~~Bankruptcy Court. The~~ Amended Plan, ~~provides~~all ~~for~~Allowed ~~certain~~Equity ~~modifications~~Interests toin the ~~Original~~Debtor ~~Plan~~(which, ~~including,~~for ~~among~~the ~~other~~avoidance ~~things~~of doubt, ~~the~~include ~~(i)~~all ~~identification~~Outstanding Shares of ~~the~~Debtor ~~“Record~~Common ~~Date”~~Stock, ~~such~~Restricted ~~that~~Stock ~~the~~Awards, ~~Record~~Restricted ~~Date~~Stock ~~shall~~Units, beand ~~the~~Permitted ~~earlier~~Stock toOptions) ~~occur~~will ofautomatically ~~(A)~~be ~~the~~deemed ~~date~~canceled, onreleased, ~~which~~and ~~the~~extinguished ~~Debtor’s~~without ~~Common~~further ~~Stock~~action ~~ceases~~by tothe ~~trade~~Debtor ~~and~~or ~~(B)~~ the ~~Confirmation~~Reorganized ~~Date~~Debtor, and ~~(ii)~~the ~~inclusion~~obligation of anthe ~~opt-out~~Debtor ~~provision for releases proposed to be provided from Creditors~~ and ~~Interest~~the ~~Holders~~Reorganized ~~pursuant~~Debtor tothereunder ~~Section 10.5~~shall ofbe ~~the Plan~~discharged.

~~The~~On ~~foregoing~~account ~~descriptions~~of and in full and complete settlement, release, and discharge of, and in exchange for its Allowed Equity Interest, shortly after the ~~Amended~~Effective ~~Plan~~Date ~~and~~(or, with respect to Subsequent Distributions, as promptly as practicable following the ~~Amended~~Effective ~~Disclosure~~Date), ~~Statement~~each doholder ~~not~~of ~~purport~~an toAllowed beEquity ~~complete~~Interest ~~and~~traded ~~are~~through ~~qualified~~the inclose ~~their~~of ~~entirety~~business byon ~~reference~~May 18, 2020 (the “Record Date”), shall be entitled to receive its pro rata Equity Interest Recovery. As set forth in the Amended Plan, ~~and~~“Equity ~~the~~Interest ~~Amended~~Recovery” ~~Disclosure~~means ~~Statement,~~a ~~copies~~cash amount of ~~which~~$4.375 ~~are~~per ~~attached~~share ~~hereto~~of Debtor Common Stock held or deemed to be held by such holder on the Record Date plus as ~~Exhibit~~promptly ~~10.1~~as ~~and~~practicable ~~Exhibit~~following ~~10.2~~the Effective Date, ~~respectively~~one or more Subsequent Distributions, ~~and~~calculated ~~are~~on ~~incorporated~~a ~~herein~~per share basis of the Debtor’s Available Cash. “Available Cash” means all of the cash held by ~~reference~~the Distribution Trust from time to time, including any proceeds from the liquidation of the Debtor’s IP Addresses.

~~Bankruptcy~~The ~~Court~~Equity ~~Schedules~~Interest ~~Combined~~Recovery ~~Hearing~~may be less than $4.375 per share of Debtor Common Stock in the event that (A) the Debtor has more than 5,142,333 shares of Debtor Common Stock outstanding (including all Outstanding Shares, Restricted Stock Awards, Restricted Stock Units and Permitted Stock Options, whether or not vested) or (B) the Debtor lacks sufficient Cash (including Cash-on-Hand and proceeds from the liquidation of the IP Addresses) to pay all Case-Related Claims and Expenses and repayment of amounts, if any, incurred by ESW Capital, LLC (the “Plan Sponsor” or “ESW”) in connection with funding such Case-Related Claims and Expenses.

OnIn ~~April~~lieu 1,of ~~2020,~~receiving the ~~Bankruptcy~~cash ~~Court~~distributions ~~entered~~described anabove, ~~order~~on ~~approving certain notices in connection with~~ the ~~Chapter~~Effective 11Date ~~Case and scheduling a combined hearing (“Combined Hearing”) to consider (a)~~ the ~~Amended Disclosure Statement’s compliance with the Bankruptcy Code’s disclosure requirements and any objections thereto, (b) confirmation of the Amended~~ Plan ~~and~~Sponsor ~~any~~will ~~objections thereto, and (c) the proposed assumption~~acquire or100% ~~rejection~~ of ~~executory contracts and cure amounts and any objections thereto. The Combined Hearing shall be held before~~ the ~~Honorable~~equity ~~Christopher~~interests ~~S. Sontchi, United States Bankruptcy Judge, Room 6~~ of the ~~United~~Reorganized ~~States~~Debtor ~~Bankruptcy~~in ~~Court,~~exchange ~~824~~for ~~Market~~its ~~Street,~~Allowed ~~5th~~Equity ~~Floor~~Interest, ~~Wilmington,~~free ~~Delaware~~and ~~19801,~~clear onof ~~May 14~~any options, ~~2020~~liens, ~~at 2:00 p.m. (prevailing Eastern Time)~~ or ~~as soon thereafter as counsel may be heard. The Combined Hearing may be adjourned from time to time without further notice~~ other ~~than by filing a notice on the Bankruptcy~~ claims.

~~Court’s~~ The ~~docket~~descriptions ~~indicating~~of ~~such~~the ~~adjournment~~Amended Plan and~~/or~~ anthe ~~announcement~~Confirmation ofOrder ~~the~~do ~~adjourned~~not ~~date~~purport orto ~~dates~~be atcomplete ~~the~~and ~~Combined~~are ~~Hearing.~~qualified Ain ~~copy~~their of entirety by reference to the ~~notice~~full text of the ~~Combined~~Confirmation ~~Hearing~~Order isand ~~attached~~the ~~hereto~~Amended Plan (annexed to the Confirmation Order as Exhibit 10A) set forth in Exhibit 2.3,1 ~~and~~to isthis ~~incorporated~~Current ~~herein~~Report byon ~~reference.~~Form 8-K.

On ~~April~~May 115, 2020, the ~~Bankruptcy~~Company ~~Court~~issued ~~entered an order that established (~~a) ~~May~~press 8,release ~~2020~~relating atto ~~4:00 p.m. (prevailing Eastern Time) as~~ the ~~“General~~events ~~Bar~~described ~~Date” and deadline for all persons or entities, other than Governmental Units (as defined~~ in ~~section~~this ~~101(27)~~Current ofReport ~~the Bankruptcy Code), to file proofs of claim (each, a “Proof of Claim”) based~~ on ~~claims~~Form ~~against~~8-K. ~~the~~A ~~Debtor~~copy ~~that arose prior to the Petition Date, including claims for the value~~ of ~~goods sold to~~ the ~~Debtor~~press inrelease ~~the~~is ~~ordinary~~furnished ~~course~~as ofExhibit ~~business and received by such Debtor within twenty (20) days before the Petition Date that remain unpaid; and (b) September 28, 2020 at 4:00 p~~99.m.1 ~~(prevailing Eastern Time) as the “Governmental Bar Date” and deadline for all Governmental Units~~ to ~~file~~this ~~Proofs~~Current ofReport ~~Claim against the Debtor based~~ on ~~claims~~Form ~~against~~8-K ~~the~~and ~~Debtor~~incorporated ~~that~~into ~~arose~~this ~~prior~~item ~~to the Petition Date that remain unpaid~~8. A01 ~~copy of the notice of the foregoing bar dates is attached hereto as Exhibit 10.4, 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 Amended Plan is subject to numerous conditions, including approval by the Bankruptcy Court. As noted in the Company’s Form 8-K filed March 30, 2020, the transaction specified in the Restructuring Support Agreement contemplates that existing equity interests in the Company will 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.

Forward-looking statements include, among other matters, the Company’s strategy and the expected process and results of the Chapter 11 proceedings. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Risks and uncertainties associated with forward-looking statements include the negative impacts on the Company’s businesses as a result of filing for and operating under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11 plan of reorganization for the Company’s businesses; the adequacy of the capital resources of the Company’s businesses and the difficulty in forecasting the liquidity requirements of the operations of its businesses; the unpredictability of the Company’s financial results while in Chapter 11 proceedings; the Company’s ability to discharge claims in Chapter 11 proceedings; negotiations with its trade creditors and other significant creditors; risks and uncertainties with performing under the terms of the Restructuring Support Agreement and any other arrangement with creditors while in Chapter 11 proceedings; the Company’s ability to conduct business as usual in the United States and worldwide; the Company’s ability to continue to serve customers, suppliers and other business partners at the high level of service and performance they have come to expect from the Company; the Company’s ability to continue to pay suppliers and vendors; the ability to control costs during Chapter 11 proceedings; the risk that the Company’s Chapter 11 Case may be converted to a case under Chapter 7 of the Bankruptcy Code; the Company’s ability to secure operating capital; the Company’s ability to take advantage of opportunities to acquire assets with upside potential; the Company’s ability to execute on its strategic plan to pursue, evaluate and close a restructuring pursuant to the Amended Plan or another plan of reorganization; the Company’s long-term outlook; the Company’s preparation for future market conditions; and any statements or assumptions underlying any of the foregoing. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various other factors.

11 Case may be converted to a case under Chapter 7 of the Bankruptcy Code; the Company’s ability to secure operating capital; the Company’s ability to take advantage of opportunities to acquire assets with upside potential; the Company’s ability to execute on its strategic plan to pursue, evaluate and close a restructuring pursuant to the Amended Plan or another plan of reorganization; the Company’s long-term outlook; the Company’s preparation for future market conditions; and any statements or assumptions underlying any of the foregoing. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various other factors.

Important factors that may cause such differences include, but are not limited to, the decisions of the Court; negotiations with the Company’s creditors and any committee approved by the Court; the Company’s ability to meet the requirements, and compliance with the terms, including restrictive covenants, of the Restructuring Support Agreement and any other financial arrangement while in Chapter 11 proceedings; changes in the Company’s cash needs as compared to its historical operations or its planned reductions in operating expense; adverse litigation; changes in domestic and international demand for the Company’s products; the Company’s ability to control operating costs and other expenses; that general economic conditions may be worse than expected; that competition may increase significantly; changes in laws or government regulations or policies affecting the Company’s current business operations and, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on September 23, 2019 and similar disclosures in subsequent reports filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number		Description
10.1		Amended Plan
10.2		Amended Disclosure Statement
10.3		Notice of Combined Hearing
10.4		Notice of Establishment of Bar Dates
99.1		Letter from Nasdaq Listing Qualifications to the Company, dated April 2, 2020

See Exhibit Index.

~~______________~~EXHIBIT INDEX



Exhibit Number		Description
2.1		Order of the Bankruptcy Court, dated May 15, 2020, confirming the Amended Prepackaged Chapter Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for BroadVision, Inc.
99.1		Press Release dated May 15, 2020

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.

	BroadVision, Inc.	~~BroadVision, Inc.~~
Date: April 9, 2020		/s/ Pehong Chen
Date: May 18, 2020	/s/ Dr. Pehong Chen
	Dr. Pehong Chen	~~Dr. Pehong Chen~~
	President, Chief Executive Officer, Interim Chief Financial Officer	~~President, Chief Executive Officer, Interim Chief Financial Officer~~

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