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): ~~February~~March 1120, 2015

Hipcricket, Inc.

(Exact name of registrant as specified in Charter)

Delaware		333-57818		20-0122076
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

110 110th Avenue NE, Suite 410

Bellevue, WA 98004

(Address of Principal Executive Offices)

(855) 423-5433

(Registrant’s telephone number, including area code)

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):

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 8.01 Other Events.

AsModified ~~previously~~SEC reported, on January 20, 2015, Hipcricket, Inc. (the “Company”) entered into an asset purchase agreement with SITO Mobile Ltd., a Delaware corporation, as stalking horse bidder (the “Stalking Horse Bidder”), to acquire substantially all of the Company’s assets (the “Acquired Assets”) for aggregate consideration of approximately $4,500,000 (the “Sale”). To facilitate the Sale, the Company, on January 20, 2015, filed a voluntary petition for reorganization relief (the “Chapter 11 Case”) under the provisions of title 11 of chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Sale is expected to be conducted under the provisions of Section 363 of the Bankruptcy Code.Reporting

AtAs apreviously ~~hearing~~disclosed, ~~held~~ on ~~February~~January 1120, 2015, Hipcricket, Inc. (the ~~Bankruptcy~~“Company”) ~~Court~~filed ~~entered~~a anvoluntary ~~order~~petition ~~establishing~~for relief under chapter 11 of Title 11 of the ~~bidding~~United ~~procedures~~States Code (the “~~Bidding~~Bankruptcy ~~Procedures~~Code”) toin bethe ~~employed~~United ~~with~~States ~~respect~~Bankruptcy toCourt for the ~~Sale~~District of Delaware (the “~~Bid~~Bankruptcy ~~Procedures Orders~~Court”). ~~Pursuant~~During to the ~~Bid~~pendency ~~Procedures~~of ~~Order~~the bankruptcy proceedings, ~~Qualified~~the ~~Bids~~Company ~~(as~~has ~~defined~~adopted ina ~~the~~modified ~~Bidding~~reporting ~~Procedures)~~program ~~must~~with berespect ~~received~~to inits ~~writing~~reporting noobligations ~~later~~under ~~than~~federal ~~4:00~~securities plaws.m. In ~~(Eastern~~lieu ~~Time)~~of filing annual reports on ~~February~~Form 2310-K and quarterly reports on Form 10-Q, ~~2015. If~~each amonth ~~Qualified~~the ~~Bid~~Company ~~other~~will ~~than~~file with the ~~Stalking~~Securities ~~Horse~~and ~~Bid~~Exchange ~~has~~Commission ~~been~~(“SEC”) ~~received,~~a ~~the~~current ~~Company~~report ~~may~~on ~~conduct~~Form an8-K ~~auction~~that ofwill have attached to it the ~~Acquired~~monthly ~~Assets~~financial report required by the Bankruptcy Court. Accordingly, ~~Such~~the ~~auction~~Company ~~would~~will benot ~~held~~file an annual report on Form 10-K for the year ended February 2528, 2015. The ~~or,~~Company ~~upon~~will ~~the~~continue ~~consent~~to offile ~~the~~current ~~Stalking~~reports ~~Horse~~on ~~Bidder,~~Form at8-K ~~such~~as ~~other~~required ~~time~~by asfederal ~~the~~securities laws. The Company ~~shall~~believes ~~notify~~that ~~all~~this ~~Qualified~~modified ~~Bidders~~reporting (program is consistent with the protection of its investors as ~~defined~~set forth in ~~the~~Exchange ~~Bidding~~Act ~~Procedures)~~Release ~~who~~No. ~~have~~9660, ~~submitted~~dated ~~Qualified~~June ~~Bids~~30, 1972.

~~The~~Monthly ~~Bid~~Operating Procedures Order sets February 27, 2015 as the date the Bankruptcy Court would conduct the sale hearing. At the sale hearing, the Company will seek entry of an order from the Bankruptcy Court to approve the sale of the Acquired Assets to the Stalking Horse Bidder or another Qualified Bidder that the Company determines to have made the highest or best offer for the Acquired Assets.Report

~~The~~On ~~foregoing~~March ~~description~~20, of2015, ~~Bid~~the ~~Procedures~~Company ~~Order~~filed its unaudited and unreviewed monthly operating report for the ~~Bidding~~reporting ~~Procedures~~period isof ~~qualified~~January in20, ~~its~~2015 ~~entirety~~through byFebruary ~~reference~~28, to2015 (the ~~Bid~~“Monthly ~~Procedures~~Report”) ~~Order~~with ~~and~~ the ~~Bidding~~Bankruptcy ~~Procedures,~~Court. A ~~copies~~copy of ~~which~~the ~~are~~Monthly ~~available~~Report atis ~~www~~attached hereto as Exhibit 99.~~omnimgt~~1 and incorporated herein by reference.~~com/hipcricket.~~

~~Additional~~The Company cautions readers not to place undue reliance upon the information contained in the Monthly Report. Information ~~about~~in the ~~Chapter~~Monthly 11Report ~~Case~~reflects only information related to the Company. The Monthly Report contains financial statements and other financial information that has not been audited or reviewed by independent accountants and may be subject to further review and potential adjustment. The Monthly Report is in a format prescribed by applicable bankruptcy laws, was prepared solely for the purpose of complying with the monthly reporting requirements in the Company’s bankruptcy proceedings and contains information that is less comprehensive than, and for periods that are shorter or different from those, required in periodic reports filed with the SEC under the Securities Exchange Act of 1934, as amended. The information set forth in the Monthly Report should not be viewed as representative of the Company’s expected operating results for future periods.

For access to the Bankruptcy Court documents and other general information about the ~~Chapter~~Company’s 11bankruptcy ~~Case~~case (In re Hipcricket, Case No. 15-10104), please visit www.omnimgt.com/hipcricket. Information contained on or ~~that~~accessible ~~can be accessed~~ through such website is not part of this Current Report.

Cautionary Note Regarding the Chapter 11 Case

The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the ~~Chapter~~Company’s 11bankruptcy ~~Case~~proceedings ~~will~~is be highly speculative and ~~will~~poses ~~pose~~ substantial risks. ~~The~~Under ~~Company~~the ~~expects~~proposed ~~that~~plan of reorganization of the ~~currently~~Company ~~outstanding~~(the “Plan”), shares of ~~its~~Company common stock ~~will~~outstanding beon ~~cancelled~~the ~~and~~effective ~~extinguished~~date ~~upon confirmation~~ of athe ~~restructuring~~Plan ~~plan~~will byautomatically ~~the~~be ~~Bankruptcy~~deemed ~~Court. In~~cancelled ~~such~~and ~~an event~~extinguished, and the Company’s stockholders ~~would~~will not be entitled to receive or retain any cash, securities or other property on account of their cancelled ~~shares~~and ofextinguished common ~~stock~~shares. As a result, the Company expects that its currently outstanding common stock has no value. The Company’s common stock continues to be quoted on the “No Information” tier of the OTC Pink marketplace operated by OTC Markets, Inc. Trading prices ~~for~~of the Company’s common stock may bear little or no relation to actual ~~recovery~~value. Accordingly, ifthe ~~any~~Company urges extreme caution with respect to existing and future investments in its common stock. Among other things, the consummation of the Plan and occurrence of the effective date is subject to the satisfaction of numerous conditions, including confirmation of the Plan and entry by ~~holders~~the ~~thereof~~Bankruptcy Court of a confirmation order in form and substance acceptable to the plan sponsor in its reasonable discretion. The Company’s ~~Chapter~~stockholders 11are ~~Case. Accordingly,~~cautioned that the ~~Company~~foregoing ~~urges~~discussion ~~extreme~~does ~~caution~~not ~~with~~enumerate ~~respect~~or tocontain ~~existing~~all of the terms, provisions and ~~future~~conditions ~~investments~~contained in the Plan, and is subject to, and qualified in its ~~common~~entirety ~~stock~~by, the full text of the Plan and related disclosure statement, each as may be amended from time to time. The Company’s stockholders are encouraged to review the Plan and accompanying disclosure statement at www.omnimgt.com/hipcricket for the terms thereof.

~~Cautionary~~Item ~~Note~~9.01 Financial ~~Regarding~~Statements ~~Forward-Looking~~and ~~Statements~~Exhibits

This Current Report on Form 8-K contains forward-looking statements regarding future events and Hipcricket’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 Sale, the bidding process for the Acquired Assets, 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 Chapter 11 Case; our ability to obtain Bankruptcy Court approvals in connection with the Chapter 11 Case, including approvals relating to proposed sale bidding procedures, debtor-in-possession financing 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 stakeholders; 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 fiscal year ended February 28, 2014 and other reports filed with the Securities and Exchange Commission. Readers are cautioned 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.(d) Exhibits

No.	Description
99.1	Monthly Operating Report for the reporting period beginning January 20, 2015 and ending February 28, 2015.

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.

	Hipcricket, Inc.
	(Registrant)
Date: February 18, 2015	By:	/s/ Todd E. Wilson
Date: March 30, 2015	By:	/s/ Todd E. Wilson
		Todd E. Wilson
		Chief Executive Officer

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