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): ~~March~~May 3116, 2016

PERSEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32526	75-1590407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

391 Chipeta Way

Salt Lake City, Utah 84108

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 972-5555

N/A

(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.~~02 Results~~01 Entry ofInto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

~~For~~Asset ~~the~~Purchase year ended December 31, 2015, the Company had total revenues of $3,307,574. Excluding $465,840 of revenue recognized from an operation that was divested in the second quarter of 2015, the fiscal year 2015 revenue associated with the Company’s existing microwave ablation business was $2,841,734, a 35.5% increase as compared to total revenues of $2,096,993 for the Company’s microwave ablation business for the 12 month period ended December 31, 2014.Agreement

~~For~~On May 17, 2016, Perseon Corporation (the ~~year~~“Company”) ~~ended~~entered ~~December~~into ~~31,~~an ~~2015,~~asset purchase agreement (the ~~Company~~“Asset ~~had~~Purchase aAgreement”) ~~net~~with ~~loss~~MedLink ofTechnologies, ~~$10~~LLC,~~240,459~~ a ~~43%~~North ~~increase~~Carolina ascorporation ~~compared~~(“MedLink”), pursuant to ~~the~~which ~~net~~MedLink ~~loss~~agreed to acquire substantially all of ~~$7,142,832~~the Company’s assets for ~~the~~$4.35 ~~year~~million. The ~~ended~~Asset ~~August~~Purchase ~~31,~~Agreement ~~2014~~contains certain customary representations and warranties and covenants.

AsIn ofconnection ~~February~~with 29entry into the Asset Purchase Agreement, ~~2016~~MedLink made an $850,000 bid deposit, which the Company ~~had~~may ~~cash~~use ~~and~~to ~~cash~~fund ~~equivalents~~its operations during the pendency of $1the Chapter 11 Case (as defined below),~~172~~ provided,~~615~~ ~~and~~that ~~total~~if ~~liabilities~~MedLink ofis $2not the successful bidder at the auction,~~990,401~~ then the Company must return the bid deposit plus 5% interest on any amount of the bid deposit used by the Company to fund its operations.

The Asset Purchase Agreement is subject to a number of closing conditions, including, among others, (i) the approval of the Bankruptcy Court in the Chapter 11 Case, as described and defined in Item 81.~~01 Other~~03 ~~Events~~below; (ii) the Company must pay on a current basis certain key vendors and employees; (iii) the accuracy of representations and warranties of the parties; and (iv) material compliance with the obligations set forth in the Asset Purchase Agreement.

OnThe ~~March~~asset ~~31,~~purchase ~~2016,~~pursuant to the ~~Company~~Asset ~~also~~Purchase ~~provided~~Agreement anis ~~update~~expected ~~regarding~~to ~~the~~be ~~state~~conducted ofunder the ~~Company,~~provisions ~~including~~of aSection ~~summary~~363 of the ~~key~~Bankruptcy ~~events~~Code ~~that~~(as ~~have~~defined ~~occurred~~below) ~~over~~and ~~the~~will ~~past~~be ~~several~~subject ~~months.~~to ~~During~~a ~~this~~marketing ~~time the Company has been continuously seeking various strategic alternatives~~process, aswith ~~described~~proposed ~~below.~~bidding Onprocedures ~~October 26, 2015, the Company entered into an Agreement~~ and ~~Plan~~receipt of ~~Merger~~a ~~(the~~higher ~~“Merger~~and ~~Agreement”~~better ~~with~~bid ~~Galil~~at ~~Medical, Inc~~auction. Upon ~~(“Galil”)~~entry ~~pursuant~~by tothe ~~which~~Bankruptcy aCourt, ~~wholly~~the ~~owned~~bidding ~~subsidiary~~procedures oforder ~~Galil~~will ~~would~~provide that (i) ~~conduct~~MedLink abe ~~tender offer (~~the “~~Tender~~stalking ~~Offer~~horse”) bidder for ~~all of~~ the ~~outstanding~~assets ~~common~~identified ~~stock~~in ~~and publicly traded warrants of~~ the ~~Company~~Asset ~~and~~Purchase Agreement; (ii) ~~merge~~if ~~with~~MedLink ~~and~~is ~~into~~not the ~~Company~~successful ~~(the~~bidder ~~“Merger”).~~at Atauction, ~~that time~~ the Company ~~projected~~must ~~that~~pay ~~its~~a ~~cash~~break-up ~~resources~~fee ~~would~~to ~~only~~MedLink beequal ~~sufficient~~ to ~~sustain~~$217,500; ~~the~~(iii) ~~Company’s~~to ~~operations~~be ~~for~~a upqualified tobidder ~~four~~at ~~months~~the ~~after September 30~~auction, ~~2015~~a ~~without~~bidder ~~substantial~~must ~~cost~~make ~~cutting~~an to$850,000 adeposit, ~~level~~and ~~that~~(iv) ~~would~~any ~~include~~overbids ~~fewer~~at ~~resources~~the ~~and~~auction ~~compliance~~must ~~levels~~be ofno ~~staffing~~less ~~and~~than ~~activities across the Company~~$100,000.

-The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 2-.1 to this report and is incorporated herein by reference.

OnLicense ~~December 22, 2015, Galil notified the Company that it was electing to terminate the Merger~~ Agreement because the Tender Offer expired in accordance with its terms due to the failure of certain conditions to the Tender Offer. Accordingly, on December 23, 2015, in order to materially reduce expenses, the Company terminated a substantial number of employees and began evaluating the resource level needed to continue manufacturing its products for distribution and sale to its customer base. As of the date of this filing, the Company has five full-time employees, including Clint Carnell, the President and Chief Executive Officer of the Company who, as disclosed previously, is not receiving a salary. Mr. Carnell has been involved in the operations of the Company, including the efforts to sell the Company or its assets, on a day-to-day basis. Mr. Carnell began employment with ALPHAEON Corporation as its President of Europe, Middle East and Africa in anticipation of the closing of the Merger. Despite his new employment, Mr. Carnell continues to fulfill his responsibilities with the Company.

~~The~~In ~~Company~~order isto ~~also~~induce ~~being~~MedLink ~~assisted~~to bypurchase asubstantially ~~consultant~~all ~~who oversees the operations~~ of the Company’s inassets ~~light~~pursuant ofto the ~~year-end~~Asset ~~retirement~~Purchase ofAgreement, ~~William~~on S.May ~~Barth~~16, 2016, the Company’s ~~former~~and ~~Chief~~MedLink ~~Financial~~also ~~Officer.~~entered ~~Due~~into to a ~~lack~~license ofagreement ~~resources~~(the at“License”) providing MedLink with an exclusive license to sell the Company,’s ~~this~~products ~~consultant~~and isuse ~~supported~~the byCompany’s ~~only~~intellectual aproperty ~~limited~~in ~~staff~~China, ~~which~~Hong ~~are~~Kong, ~~included~~Taiwan inand Korea (the ~~five~~“License ~~full-time~~Territory”). The ~~employees~~License ~~described~~contains ~~above~~certain customary representations and warranties and covenants.

InMedLink ~~light~~paid of the Company’s ~~rapidly deteriorating financial condition and limited cash resources~~$200,000 ~~and in an effort~~ to ~~raise~~receive ~~much~~the ~~needed~~License. ~~cash,~~In ~~on February 22~~addition, ~~2016,~~MedLink ~~the~~is ~~Company~~required ~~agreed~~ to ~~sell~~pay ~~1,291,886 shares (~~the ~~“Pyrexar~~Company ~~Shares”)~~an ofannual ~~Series~~royalty ~~A preferred stock~~ of ~~Pyrexar~~5% ~~Medical, Inc. (“Pyrexar”) for total consideration~~ of $1net ~~million~~profits ~~pursuant~~made toin athe ~~Purchase~~License ~~and~~Territory ~~Sale Agreement~~ by ~~and~~MedLink ~~between the Company~~ and ~~Pyrexar~~any ~~dated~~sublicensee ~~February~~of 22MedLink, ~~2016.~~up ~~The~~to ~~Company~~a ~~acquired~~maximum ~~the~~of ~~Pyrexar~~$3,000,000, ~~Shares~~inclusive ~~from Pyrexar previously in connection with the sale~~ of the ~~Company’s former hyperthermia assets to Pyrexar pursuant to that certain Asset Purchase Agreement by and among the Company and Pyrexar dated as of April 1~~$200,000 ~~2015~~already ~~(the “Pyrexar Purchase Agreement”)~~paid. In addition, toMedLink ~~selling~~has the ~~Pyrexar~~right ~~Shares, the Company agreed~~ to ~~release~~use ~~Pyrexar~~any ~~from~~supplier ~~its~~used ~~obligation~~by ~~to pay~~ the Company ~~$61,677.78 for royalties and services rendered and $19,378~~ in ~~future~~connection ~~dividends~~with ~~due to~~ the ~~Company~~production ~~under~~of ~~the~~its ~~Purchase~~products ~~Agreement.~~in ~~Finally,~~ the ~~Company~~License ~~agreed to release Pyrexar from all future royalties owed to the Company under the Pyrexar Purchase Agreement~~Territory.

The Company continues to sell its MicroThermX product, albeit on a reduced scale. Since the date of Galil’s termination of the Merger Agreement, the Company has sought various strategic alternatives, including a sale of the Company; however, to date no strategic options other than as described herein have been available to the Company. While various companies have considered purchasing the Company or its assets, as of the date of this report no other formal offers have been made to the Company. Accordingly, at this time, the Company is continuing to examine all strategic options, including a sale of the Company or its assets, bankruptcy, and a sale of the Company’s assets in bankruptcy, although the Company currently sees bankruptcy and a sale of the Company’s assets in bankruptcy as options of last resort. The Company cannot guarantee that it will find a buyer or, if it does find a buyer, that the purchase price will be sufficient to cover all of its liabilities and return any proceeds from the sale to the Company’s shareholders. Similarly, the Company cannot guarantee that its shareholders will receive any funds if the Company files bankruptcy.2

~~Forward-Looking~~The ~~Statements~~foregoing summary of the License does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the License Agreement, a copy of which is attached hereto as Exhibit 10.1 to this report and incorporated herein by reference.

~~This~~Item report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect our current expectations and beliefs regarding our future results of operations, performance and achievements1. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “contemplate,” “target” or “believe” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.03 ~~These~~Bankruptcy ~~statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may~~ or ~~may not materialize~~Receivership. These forward-looking statements include, but are not limited to, statements concerning (i) our anticipated financial performance and business plan; and (ii) our belief about the future strategic opportunities for the Company. We wish to caution readers that the forward-looking statements and our operating results are

On May 23, 2016, the Company filed a voluntary petition for relief under chapter 11 of 11 U.S.C. §§ 101 et seq. of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Utah (the “Bankruptcy Court”). The Company’s caption and case number is In re Perseon Corporation, Case No. 16-324435 (Bankr. D. Utah) (the “Chapter 11 Case”). The Company plans to continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

subject to various risks and uncertainties that could cause our actual results and outcomes to differ materially from those discussed or anticipated, including the risk that no strategic options will be available to the Company or available on terms that will permit any return to shareholders, and the factors set forth in Item 1A – “Risk Factors” below and in our Transition Report on Form 10-K for the period ended December 31, 2014, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, and our other filings with the SEC7.01 WeRegulation ~~also~~FD ~~wish to advise readers not to place any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report~~Disclosure. ~~We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.~~

~~-4-~~Modified SEC Reporting

The Company plans to seek approval from the Securities and Exchange Commission (the “SEC”) to adopt a modified reporting program with respect to its reporting obligations under the federal securities laws, during the pendency of the Bankruptcy Case. In lieu of continuing to file Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K under Section 15(d) of the Securities Exchange Act of 1934, the Company would each month file with the SEC a Current Report on Form 8-K that will have attached to it the monthly financial reports required by the Bankruptcy Court. Such bankruptcy filings are generally made on the 20th day of each month covering the prior month's operations. The Company will be conferring with the Office of the United States Trustee in Utah regarding the specific timing for filing monthly operating reports in the Chapter 11 Case. The Company will continue to file Current Reports on Form 8-K as is required by the federal securities laws.

Cautionary Note Regarding the Chapter 11 Case

The Company’s stockholders are cautioned that trading in shares of the Company’s common stock or its publicly traded warrants during the pendency of the Chapter 11 Case will be highly speculative and will pose substantial risks. The Company expects that the currently outstanding shares of its common stock and the publicly traded warrants will be eventually cancelled and extinguished by the Bankruptcy Court. The holders of the Company’s common stock and publicly traded warrants may not receive any proceeds from the sale of substantially all of the Company’s assets due to the Company’s obligations to creditors and others. As a result, the Company expects that its currently outstanding stock has no value. Trading prices for the Company’s common stock may bear little or no relation to actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements regarding future events and the Company’s future financial operations. These forward-looking statements are based on current expectations, estimates and projections about the business of the Company, including, but not limited to expectations regarding the Asset Purchase Agreement, the License and the Chapter 11 Case. These statements are based upon management’s current belief and certain assumptions made by management. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements, including, but

not limited to, the potential adverse impact of the bankruptcy filing on our business, financial condition and results of operations, including our ability to maintain contracts and other customer and vendor relationships that are critical to our business; the actions and decisions of our creditors and other third parties with interests in the Chapter 11 Case; our ability to maintain liquidity to fund our operations during the Bankruptcy Case; our ability to obtain Bankruptcy Court approvals in connection with the Chapter 11 Case, including approvals relating to proposed sale bidding procedures and the proposed sale of assets; our ability to consummate any transactions once approved by the Bankruptcy Court and the time to consummation of such transactions; the timing and amount, if any, of distributions to the Company’s stockholders; and competitive, economic, legal, political and technological factors affecting our industry, operations, markets, products and pricing. Readers should carefully review the risk factors and the information that could materially affect our financial results, described in our Annual Report on Form 10-K for the transition period ended December 31, 2014 and other reports filed with the Securities and Exchange Commission. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Asset Purchase Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 17, 2016
10.1		License Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 16, 2016

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.

	PERSEON CORPORATION
Date: March 31, 2016	By:	/s/ Clinton E. Carnell Jr.
Date: May 23, 2016	By:	/s Clinton E. Carnell Jr.
	Name:	Clinton E. Carnell Jr.
	Title:	~~President and~~ Chief Executive Officer ~~Principal Executive Officer~~

-5-

EXHIBIT INDEX

Exhibit Number		Description
2.1		Asset Purchase Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 17, 2016
10.1		License Agreement by and between Perseon, Inc. and MedLink Technologies, LLC dated as of May 16, 2016

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