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): ~~December~~January 184, ~~2015~~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.

~~On November 5, 2015, certain creditors of Abakan Inc~~The information set forth above in Item 1. ~~(“Abakan”) (the “Abakan Petitioning Creditors”) and~~01 is hereby incorporated by reference into this Item 1.03 in its

~~certain creditors of MesoCoat, Inc~~entirety. ~~(“MesoCoat”) (the “MesoCoat Petitioning Creditors”) filed Chapter 11~~

involuntary bankruptcy petitions in the United States Bankruptcy Court for the Southern District of Florida

(the “Florida Bankruptcy Court”). On December 14, 2015, the Florida Bankruptcy Court dismissed the

involuntary bankruptcy petitions against both Abakan and MesoCoat. The bankruptcy judge, Hon. A. Jay

Cristol, stated that “The petitioning creditors have another forum available to them in which they can protect

their interests and, in that pending U.S. District Court action, the petitioning creditors’ interests are protected

by the court-appointed receiver, an independent fiduciary.”

The Order of the court is entitled: “ORDER (A) DENYING MOTIONS FOR STAY PENDING APPEAL

AND (B) DISMISSING INVOLUNTARY PETITIONS, OR ALTERNATIVELY, ABSTAINING in the

Florida Bankruptcy Court filed under the headings In re: MesoCoat, Inc., Case No. 15-29607-AJC and In re:

Abakan, Inc., Case No. 15-29606-AJC.

~~ITEM 8.01 – OTHER EVENTS~~_____________________________________________________________________________________

~~On September 24, 2015, the United States District Court for the Southern District of New York (the “New~~ITEM 7.01

~~York Court”) appointed Robert W~~REGULATION FD DISCLOSURE. ~~Seiden as the receiver (the “Receiver”) over Abakan and, on August 18,~~

~~2015~~On January 20, ~~the same New York Court appointed Robert W. Seiden as Receiver over MesoCoat~~ 2016, ~~both in~~ the Company ~~matter~~issued a press release announcing that it has entered into the

~~captioned~~Satisfaction ~~George~~Agreement. ~~Town~~A ~~Associates~~copy ~~S.A.~~of v.the ~~Abakan,~~press ~~Inc.~~release ~~and~~is ~~MesoCoat,~~attached ~~Inc~~as Exhibit 99.,1 ~~case~~to ~~number~~this ~~15-cv-3435~~Current ~~(the~~Report on

~~“Law Suit”). The Law Suit~~ Form 8-K and is ~~pending before the New York Court, as previously reported in the Current~~ incorporated by reference into this Item 7.01.

~~Report~~ITEM ~~on Form 8-K filed by Abakan with the Securities and Exchange Commission on September 25, 2015~~9.01

~~On December 16, 2015, the New York Court issued an order with regard to the George Town Proposal,~~FINANCIAL STATEMENTS AND EXHIBITS.

~~approving the proposal~~ (~~the “Court Approved Transaction”~~c)~~. Among other provisions, the Court Approved~~ Exhibits

~~Transaction~~Exhibit ~~provides that (i) George Town, Sonoro Invest S~~No.~~A. (“Sonoro”) (a creditor of Abakan) and Joseph~~ Description

T10. ~~Eberhard (a creditor of Abakan) will receive 74.36% of the stock and ownership in MesoCoat, free and~~1

~~clear of all liens, claims,~~ Satisfaction and ~~encumbrances; (ii) the~~ Assignment Agreement by and among Abakan ~~Petitioning Creditors will receive 3~~, Inc.~~14% of stock~~, MesoCoat,

~~and ownership in MesoCoat; (iii) Abakan will retain the remaining 22~~Inc.~~50% of the stock and ownership in~~, George Town Associates S.A., Sonoro Invest S.A., Joseph T. Eberhard

~~MesoCoat; and~~ (iv“Eberhard”), ~~MesoCoat~~David ~~will~~van ~~pay in~~der ~~full~~Gulik, ~~the~~Warren ~~claims~~Lydon, ofPhilip ~~the~~Graves, ~~MesoCoat~~Paul ~~Petitioning Creditors. The Court~~Ammon,

~~Approved Transaction provides for the satisfaction of the debt MesoCoat owes to its largest creditors~~ Ammon &Associates and Vladimir Chernyakov

~~enables it to continue as a going-concern~~99.1

~~Further~~Press Release, ~~pursuant to the Court Approved Transaction~~ dated January 20, ~~the Receiver will continue to serve as receiver over~~ 2016

~~MesoCoat and Abakan for ninety-one (91) days following the consummation of the Court Approved~~Forward Looking Statements

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

327A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words

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

~~Pursuant~~“predict,” to“project,” ~~the~~“potential,” ~~requirements~~“continue,” of“ongoing” ~~the~~and ~~Securities~~similar ~~Exchange~~expressions ~~Act~~are ofintended ~~1934,~~to ~~the registrant has duly caused this~~identify

~~report to be signed on its behalf by the undersigned hereunto duly authorized~~forward-looking statements, although not all forward-looking statements contain these identifying words.

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

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

~~By:~~performance or achievements could differ materially ~~/s/ Robert W. Seiden~~from those contemplated, expressed or implied by ~~Esq.~~the

~~December 18~~forward-looking statements. For information about the factors that could cause such differences, ~~2015~~ please

~~Name: Robert W. Seiden~~refer to the Company’s Annual Report on Form 10-K/A for the year ended May 31, ~~Esq.~~ 2015, including the

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

4Management’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

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