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): January 4, 2016

ABAKAN INC.

(Exact name of registrant as specified in its charter)

Nevada

000-52784

98-0507522

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

c/o Robert W Seiden, Receiver over Abakan, Inc.: 1120 Avenue of the Americas, 4th Floor, New

York, New York, 10036

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (212) 626-6708

(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))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 24, 2015, the United States District Court of the Southern District of New York (“New York

Court”) appointed Robert W. Seiden as the receiver (the “Receiver”) over Abakan Inc. (“Abakan”), in

response to a motion filed with the New York Court on September 17, 2015, for contempt, in a suit brought

by George Town Associates S.A. (“George Town”) against Abakan and its subsidiary MesoCoat, Inc.

(“MesoCoat”) on May 4, 2015, in order to collect amounts due to George Town pursuant to the terms of a

secured convertible note, and on August 19, 2015, Mr. Seiden was appointed receiver for MesoCoat, in

response to a motion filed with the Court on July 28, 2015, for contempt in the same action, as previously

reported in the Current Report on Form 8-K filed by Abakan with the Securities and Exchange Commission

on September 25, 2015.

On December 16, 2015, the New York Court issued an order approving a proposal (the “Court Approved

Transaction”) providing for the satisfaction of the debt owed by MesoCoat to its largest creditors, as

previously reported in the Current Report on Form 8-K filed by Abakan with the Securities and Exchange

Commission on December 18, 2015.

On January 4, 2016, Abakan and MesoCoat entered into a Satisfaction and Assignment Agreement (the

“Satisfaction Agreement”) with George Town, Sonoro Invest S.A. (“Sonoro”), Joseph T. Eberhard

(“Eberhard”), and David van der Gulik, Warren Lydon, Philip Graves, Paul Ammon, Ammon &Associates

and Vladimir Chernyakov (together the “Abakan Petitioning Creditors” and collectively with George Town,

Sonoro and Eberhard, the “Creditors”), reflecting the terms of the Court Approved Transaction. Pursuant to

the Satisfaction Agreement, Abakan transferred 77.5% of the outstanding stock and ownership in MesoCoat

to the Creditors in satisfaction of approximately $6.24 million of claims by the Creditor’s against Abakan

and MesoCoat. Under the terms of the Satisfaction Agreement, George Town received 38.75% of

MesoCoat’s outstanding stock, Sonoro received 28.17% of MesoCoat’s outstanding stock, Eberhard

received 7.44% of MesoCoat’s outstanding stock and the Abakan Petitioning Creditors received an

aggregate of 3.14% of MesoCoat’s outstanding stock. Abakan retained 22.5% of MesoCoat’s outstanding

stock. In addition, MesoCoat agreed to pay in full the claims of certain creditors of MesoCoat in the

aggregate amount of approximately $41,900 within 14 days of execution of the Satisfaction Agreement.

Further, pursuant to the Satisfaction Agreement, the Receiver will continue to serve as receiver over

MesoCoat and Abakan for 91 days following the date of the Settlement Agreement.

The foregoing is a summary description of certain terms of the Satisfaction Agreement and, by its nature, is

incomplete. A copy of the Satisfaction Agreement is filed herewith as an exhibit to this Current Report on

Form 8-K and s incorporated herein by reference. All readers are encouraged to read the entire text of the

Satisfaction Agreement.

ITEM 1.03

BANKRUPTCY OR RECEIVERSHIP.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 1.03 in its

entirety.

_____________________________________________________________________________________

ITEM 7.01

REGULATION FD DISCLOSURE.

On January 20, 2016, the Company issued a press release announcing that it has entered into the

Satisfaction Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on

Form 8-K and is incorporated by reference into this Item 7.01.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

10.1

Satisfaction and Assignment Agreement by and among Abakan, Inc., MesoCoat,

Inc., George Town Associates S.A., Sonoro Invest S.A., Joseph T. Eberhard

(“Eberhard”), David van der Gulik, Warren Lydon, Philip Graves, Paul Ammon,

Ammon &Associates and Vladimir Chernyakov

99.1

Press Release, dated January 20, 2016

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section

27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words

“may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”

“predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify

forward-looking statements, although not all forward-looking statements contain these identifying words.

While Abakan believes its plans, intentions and expectations reflected in those forward-looking statements

are reasonable, these plans, intentions or expectations may not be achieved. Abakan’s actual results,

performance or achievements could differ materially from those contemplated, expressed or implied by the

forward-looking statements. For information about the factors that could cause such differences, please

refer to the Company’s Annual Report on Form 10-K/A for the year ended May 31, 2015, including the

information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as

Abakan’s various other filings with the Securities and Exchange Commission. Given these uncertainties,

you should not place undue reliance on these forward-looking statements. Abakan assumes no obligation to

update any forward-looking statement.

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.

Abakan Inc.

Date

By: /s/ Robert W. Seiden

January 20, 2016

Name: Robert W. Seiden, Esq.

Court Appointed Receiver

ABAKAN, INC 8-K