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): ~~April~~July 1317, 2012 (~~April~~July 623, 2012)

InferX Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-51720	54-1614664
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

46950 Jennings Farm Drive
Suite 290, Sterling, VA	20164
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 444-6030

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~July 617, 2012, ~~as a result of a deadlocked Board of Directors on which B.K. Gogia, Chairman, and~~ Vijay Suri, President and CEO of the registrant ("InferX"), ~~were~~and ~~the~~a ~~only~~member ~~two~~of ~~members~~its onBoard ~~the~~of ~~Board~~Directors, ~~the~~resigned ~~following~~as ~~employees~~President ~~submitted~~and CEO toand ~~Vijay~~from ~~Suri~~the aBoard ~~letter~~ of ~~resignation:~~InferX. B.K. Gogia, ~~President,~~the ~~Technology~~founder ~~Solutions~~of ~~Group~~InferX, ~~Raimondo~~remains ~~Piluso, COO~~as ~~and~~Chairman ~~Vice~~of ~~President~~the ofBoard ~~Business~~and ~~Development,~~has ~~Jerzy~~assumed ~~Bala,~~the ~~CTO,~~positions of ~~and~~Acting ~~Rahul~~President ~~Argade,~~and ~~Senior~~CEO ~~Director~~of InferX. BMr.K. Gogia ~~maintains~~intends ~~his~~to ~~position as~~form ~~Chairman~~a ofnew ~~the~~management ~~Board~~team offor ~~Directors~~InferX.

~~Subsequently,~~Item ~~Jerzy Bala,~~5.01 ~~CTO~~Changes ~~and~~in ~~Rahul~~Control ~~Argade,~~of ~~Senior Director rescinded their resignations based on the strategy and direction presented by the CEO.~~Registrant

~~The~~A ~~employees~~change ~~submitted~~in control ~~the~~of ~~joint~~InferX ~~letter~~occurred as a result of ~~resignation~~a ~~demanding~~dilutive ~~that~~issuance ~~Vijay~~of ~~Suri~~shares ~~execute~~on aDecember ~~term~~1, ~~sheet~~2010 ~~from~~that awas ~~group~~not ofdisclosed ~~three~~to ~~executives~~two ~~(Anomaly~~holders ~~Analytics–~~of debentures aissued ~~shell~~by ~~company~~InferX, ~~with~~Fourth noStreet ~~revenue~~Fund, orLP ~~current clients~~("FSF") ~~that~~and ~~proposed~~Rahul ~~that~~Argade, ~~two~~an employee of ~~them~~InferX. ~~serve~~InferX ashad ~~members~~sold 1,000,000 shares of ~~the~~common ~~InferX~~stock ~~Board~~in ~~along~~December ~~with Messrs~~2010 to an investor for $0.002 ~~Gogia~~per ~~and~~share. ~~Suri~~This ~~and~~sale ~~serve~~triggered asrights aunder ~~new~~the ~~management~~debentures ~~team--a~~to ~~new~~convert debt ~~President~~into ~~and~~common ~~CEO~~stock ~~and~~at the same price. On December 23, 2009, FSF entered into a ~~Senior~~Debenture ~~Vice~~and ~~President~~Warrant ofPurchase ~~NextGen~~Agreement ~~Analytics.~~with ~~Anomaly~~InferX ~~Analytics~~(“FSF ~~proposed~~Purchase ~~that~~Agreement”). ~~Vijay~~Pursuant ~~Suri~~to ~~serve~~the asFSF ~~Executive~~Purchase ~~Vice~~Agreement, ~~President~~InferX issued FSF an 8% Secured Convertible Debenture for the principal sum of $150,000 (the “FSF Debenture”). Similarly, on April 19, 2010, Argade entered into a ~~new~~Debenture ~~division~~and ~~named~~Warrant Purchase Agreement with InferX ~~Services~~(“Agrade Purchase Agreement”) and ~~Solutions~~pursuant to the Argade Purchase ~~and~~Agreement, ~~that~~InferX ~~B.K.~~issued ~~Gogia~~Argade ~~serve~~an as8% ~~Executive~~Secured ~~Vice~~Convertible ~~President~~Debenture offor ~~another~~the ~~new~~principal ~~division~~sum of $100,000 ~~Health~~dated ~~Care~~April ~~Programs~~19, ~~both~~2010 ~~reporting~~(the “Argade toDebenture”). The FSF Debenture and the ~~new~~Argade Debenture (together “the Debentures”) have identical ~~President~~terms ~~and~~regarding ~~CEO~~the conversion of the debt into InferX common stock. ~~Anomaly~~The ~~Analytics~~Debentures ~~proposed~~were ~~that~~convertible itinto ~~provide~~shares ~~initial~~of ~~financing,~~common ~~obtain~~stock at ~~contracts~~a ~~that~~conversion itprice ~~stated~~equal itto ~~was~~$0.20 ~~already~~per share (the “Initial Conversion Price”). The Debentures also provided that, in the ~~process~~event ofInferX ~~negotiating~~sold ~~with~~any ~~groups~~common ~~that~~stock itor ~~believed~~other ~~required~~equity ~~InferX's~~securities ~~predictive~~at ~~analytics~~an ~~software~~effective ~~solution~~price ~~and~~per ~~based~~share that was lower than the Initial ~~grant~~Conversion ofPrice ~~additional~~(a ~~warrants~~“Dilutive toIssuance”), ~~purchase~~the ~~InferX~~Initial ~~shares~~Conversion ofPrice ~~common~~for ~~stock~~the ~~upon~~Debenture anholders ~~increase~~would be reduced to the lower price per share charged in connection with the Dilutive Issuance. In addition, the Debentures obligated InferX's ~~market~~to ~~capitalization~~provide to FSF written notice of a Dilutive Issuance (the “Dilutive Issuance Notice”), ~~obtaining~~which notice was required to include ~~additional~~the ~~financing~~issuance price and ~~obtaining~~other ~~contracts~~pricing ~~for~~terms, ~~the~~within ~~sale~~one ofbusiness ~~InferX's~~day ~~predictive~~following ~~analytics~~such ~~software~~an ~~solution~~issuance. ~~InferX~~Regardless ~~has~~of ~~been~~whether ~~negotiating~~InferX sent ~~with~~the required Dilutive Issuance Notice, the ~~three~~Debentures ~~principals~~provided that the Debenture holders would automatically be entitled to receive the number of ~~Anomaly~~common ~~Analytics~~stock ~~since~~at ~~December~~the ~~2011~~Base Conversion Price for all conversions done on or the after the occurrence of a Dilutive Issuance.

~~Vijay~~Without ~~Suri~~knowledge ~~refused~~of ~~to execute~~ the ~~Anomaly~~Dilutive ~~Analytics term sheet based upon concerns regarding the amount of performance based warrants~~Issuance, ~~uncertainty and~~FSF ~~lack~~sent ofnotices ~~clarity~~ of ~~the~~conversion ~~revenue~~on ~~split~~January ~~with~~19, ~~Anomaly~~2011, ~~Analytics~~May ~~(the~~19, ~~one~~2011 ~~principal~~and ~~who~~December ~~would~~5, ~~not~~2011. beOn ~~joining~~each ~~the~~ occasion, InferX ~~executive team~~honored ~~and serving on InferX'~~FSF’s ~~Board)~~conversion ~~for~~request ~~business~~but ~~opportunities~~utilized ~~presented~~the byInitial ~~Anomaly~~Conversion ~~Analytics~~Price ~~lack~~ of ~~specificity~~$0.20 instead of the ~~above mentioned~~Base ~~contract, with no firm closing dates or no concrete dollar amounts associated with the contract or the business model~~Conversion asprice toof ~~how~~$0.002 ~~this~~per ~~contract relationship will generate revenue~~share. ~~This~~As ~~was offered by Anomaly Analytics on~~ a ~~“best~~result ~~effort” basis. Mr. Suri was also uncomfortable with the dual role~~ of ~~the new CEO and Senior Vice President of~~ InferX’s asfailure ~~also~~to ~~being~~apply the ~~owners~~ ofBase ~~Anomaly~~Conversion ~~Analytics.~~Price ~~Vijay Suri wanted InferX~~ to ~~execute~~FSF’s ~~a term sheet from Rationalwave that proposed a financing of up~~conversions toon $2January ~~million~~19, ~~subject~~2011, toMay ~~InferX~~19, ~~installing~~2011 ~~a new CEO~~ and ~~eliminating~~December ~~significant liabilities from its balance sheet~~5, ~~including having certain holders of warrants~~2011, ~~convertible~~InferX ~~debt~~failed ~~and Series B preferred stock convert~~ to ~~equity.~~issue ~~The employees who resigned did not oppose the terms of the Rationwave term sheet but were concerned about the amount of time the clean-up of the balance sheet would take~~57, ~~InferX's immediate financial needs~~737,870 ~~the~~shares ~~belief that InferX would benefit from the management expertise and shared vision for InferX's pursuit~~ of ~~new~~common ~~business~~stock ~~opportunities~~due byto ~~the~~FSF ~~Anomaly Analytics' principals joining InferX and the timeliness of installing~~under ~~new leadership which both~~ the ~~Anomaly~~FSF ~~Analytics and Rationalwave term sheets demanded~~Debenture.

~~-1-~~On June 17, 2012, Rahul Argade notified InferX and Vijay Suri that he was converting $20,000 of principal and $21,397 in interest due into InferX common stock. Applying the Base Conversion Price that resulted from the Dilutive Issuance, InferX should have issued Rahul Argade 20,698,615 shares.

~~Vijay~~FSF ~~Suri~~has iselected into receive only 22.52% or 13,000,000 of the shares due the Fund and to release InferX from any financial damages incurred. The ~~process~~Fund has offered to place 77.48% or 44,737,870 of ~~interviewing~~the shares due FSF into escrow for ~~persons~~InferX to ~~replace~~use ~~those~~to ~~employees~~secure ~~who~~the ~~have~~necessary ~~resigned~~financing, incentivize additional management talent and make acquisitions. A percentage of the escrowed shares to ~~addressing~~be mutually agreed to will be cancelled upon the ~~preconditions~~settlement ~~for~~of outstanding andebt ~~investment~~and past due salaries, certain intellectual property and patent inenhancement ~~InferX~~of byits ~~Rationalwave~~current software products, and future financings.

~~Item~~Rahul ~~2.04 Triggering~~Argade ~~Events~~has ~~That~~elected ~~Accelerate~~to receive only 51.68% or ~~Increase~~10,698,615 aof ~~Direct~~the ~~Financial~~shares ~~Obligation~~due orto anhim and ~~Obligation~~to ~~under~~release anInferX ~~Off-Balance~~from ~~Sheet~~any ~~Arrangement~~financial damages incurred.

OnImmediately ~~April~~prior ~~12,~~to the ~~2012~~issuance ~~Rahul Argade,~~of the ~~holder~~shares of anInferX 8%common ~~secured~~stock ~~convertible~~under ~~debenture (~~the ~~“Debenture”)~~Debentures, ~~issued~~there ~~pursuant~~are to20,669,453 ashares ~~Debenture~~issued and ~~Warrant Purchase~~outstanding ~~Agreement~~of ~~dated~~which Vijay ~~December~~Suri ~~23,~~owned ~~2009 among InferX and certain purchasers~~9,779,768 ~~notified~~shares ~~InferX~~or ~~that~~48.9% itof ~~was~~the inissued ~~default~~and ~~under~~outstanding ~~the terms~~shares of ~~the~~InferX. ~~Debenture~~Following ~~for failure to repay~~ the ~~principal~~conversion ~~amount~~ of ~~$100,000~~the ~~plus~~Debentures there ~~interest~~will ~~due and that he would~~ be ~~exercising his default remedies under the Debenture~~44,368,068 ~~including~~shares ~~the default interest rate~~ of ~~22%~~InferX oncommon ~~the~~stock ~~unpaid~~issued ~~principal~~and ~~balance~~outstanding. ~~effective as~~FSF ofwill ~~April~~own 713,250,000 ~~2012.~~shares ~~The~~directly, ~~Debenture~~excluding the ~~is secured by all assets of InferX~~44,737,870 ~~including~~escrowed ~~its~~shares ~~intellectual~~discussed ~~property~~above.

~~-2-~~SIGNATURES

~~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 thereunto duly authorized.

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 thereunto duly authorized.

Date: July 23, 2012	InferX Corporation


	By:	/s/ B.K. Gogia
		B.K. Gogia Acting President and CEO

Date: April 13, 2012	InferX Corporation
	By:	/s/ Vijay Suri
		Vijay Suri
		President and CEO

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