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)

~~September~~October 2227, 2017

____________________________

Ironclad Performance Wear Corporation

(Exact name of registrant as specified in charter)

Nevada

(State or other Jurisdiction of Incorporation)

0-51365

(Commission File Number)

98-0434104
(IRS Employer Identification No.)

1920 Hutton Court, Suite 300

Farmers Branch, TX 75234

(Address of Principal Executive Offices and zip code)

(972) 996-5664

(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

[ ]

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period ~~for~~ for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ][X[

Item 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~October 2227, 2017, ~~BDO~~David ~~USA,~~Jacobs ~~LLP~~resigned ~~(“BDO”),~~as ~~the~~a ~~Registrant’s~~director ~~independent registered public accounting firm, sent the Chairman~~ of the ~~Audit Committee of the~~ Registrant~~’s Board of Directors (the “Audit Committee”), a letter notifying the Registrant that BDO was resigning as the Registrant’s auditor (the “Resignation Letter”)~~. BDO’s audit reports for the fiscal years ended December 31, 2016 and 2015 neither contained an adverse opinion nor disclaimer of opinion, nor were qualified or modified as to uncertainty, audit scope or accounting principles. The Audit Committee did not recommend or approve BDO’s resignation.

Other than as described below, during the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period preceding BDO’s resignation, (1) there were no “disagreements,” as defined in Item ~~304(a)(1)(iv)~~7.01 of Regulation ~~S-K,~~FD with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to BDO’s satisfaction would have caused it to make reference to the subject matter thereof in connection with its report, and (2) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-KDisclosure.

On ~~September~~October 2230, 2017, ~~BDO also informed~~ the Registrant, ~~pursuant~~and toIronclad ~~Section~~Performance ~~10A(b)(2)~~Wear ofCorporation, ~~the~~a ~~Securities~~California ~~Exchange~~corporation ~~Act~~and ofits ~~1934,~~wholly-owned assubsidiary ~~amended,~~(“Ironclad ofCalifornia” ~~BDO’s~~and ~~conclusion~~together ~~that~~with the Registrant, ~~had~~the ~~failed~~“Debtors”), toeach ~~take~~filed ~~timely~~a ~~and~~monthly ~~appropriate remedial action in response to~~operating ~~potential~~report ~~illegal~~with ~~acts committed by~~ the ~~Registrant’s~~U. ~~former management~~S. InBankruptcy ~~particular~~Court, ~~BDO’s~~Central ~~Section~~District ~~10A~~of ~~report~~California, ~~states that~~San ~~BDO~~Fernando ~~has~~Valley ~~concluded~~Division ~~that~~ (the ~~Registrant~~“Bankruptcy ~~has not performed sufficient investigatory procedures and has not taken timely and~~Court”) ~~appropriate~~pursuant ~~remedial~~to ~~action~~Rule in2015 ~~response~~promulgated tounder the ~~conduct~~U. ~~described~~S. inBankruptcy aCode, ~~letter~~for ~~transmitted by BDO to the Registrant on~~ September ~~12,~~ 2017 (~~“September 12 Letter”), including~~ the ~~conclusion~~“Monthly byOperating ~~the Registrant’s Board of Directors (the “Board~~Reports”). ~~that~~Copies ~~the~~of ~~Registrant’s financial statements for~~ the ~~fiscal~~Monthly ~~years~~Operating ~~ended~~Reports ~~December~~are ~~31,~~furnished ~~2016~~herewith ~~and~~as ~~2015~~Exhibits ~~improperly~~99.1 ~~recorded revenue~~ and ~~needed to be restated, and that certain members of the Registrant’s former management may have committed illegal acts~~99.2.

AsCourt ~~previously~~filings ~~reported, on June 29, 2017, the Audit Committee concluded that disclosure should be made and action taken to prevent further reliance on the Registrant’s financial statements as of and~~ for the ~~fiscal~~Chapter ~~years~~11 ~~ended~~Cases ~~December~~are ~~31,~~available ~~2016~~at ~~and 2015, and as of and for the fiscal quarters ended March 31, 2017 and March 31, June 30 and September 30, 2016 (the “Relevant Reporting Periods”)~~https://www.pacer.gov.

~~The Registrant’s~~Item outside general counsel, Stubbs Alderton & Markiles, LLP, conducted an initial investigation with the assistance of a forensic accountant from global professional services firm Resources Global Professionals (“RGP”)9.01. ~~Thereafter, the~~Financial ~~law~~Statements ~~firm Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), together with RGP, performed an investigation on behalf of~~ and ~~at the direction of a committee of independent members of the Board~~Exhibits.

On August 17, 2017, Skadden reported to the Board that it had completed its investigation and concluded that the Company’s former management – former Chief Executive Officer, Jeff Cordes and former Chief Financial Officer, Bill Aisenberg, with assistance from Tom Felton, the former Senior Vice President of Supply Chain – appear to have manipulated the accounting and financial results of the Registrant through improper revenue recognition and sales practices from the fourth quarter of 2015 through the second quarter of 2017(d) Exhibits. ~~According to Skadden’s report the improper revenue recognition practices consisted of:~~

· Posting a sale of goods for items that never shipped;

	Exhibit Number	Description

	99.1	September 2017 Monthly Operating Report for Ironclad Performance Wear Corporation, a California Corporation*

·99.2 ~~Posting~~September a2017 ~~sale~~Monthly inOperating aReport ~~reporting~~for ~~period~~Ironclad ~~before~~Performance ~~goods~~Wear ~~shipped;~~Corporation, a Nevada Corporation*

~~· Sending goods to a customer without a valid purchase order;~~* Furnished herewith.

~~· Sending goods to a third-party warehouse or freight forwarder; and~~1

·Forward Looking ~~Delaying recording of an RGA (Return Goods Authorization)~~Statements.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Registrant notes that certain statements set forth in this Current Report on Form 8-K provide other than historical information and are forward looking. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” and similar expressions or phrases identify forward looking statements. The actual achievement of any forecasted results, or the unfolding of future economic or business developments in a way anticipated or projected by the Registrant, isinvolve numerous ~~exploring~~risks ~~possible~~and ~~courses~~uncertainties that may cause the Registrant’s actual performance to be materially different from that stated or implied in the forward-looking statement. Those risks and uncertainties, many of ~~action~~which are beyond the control of the Registrant, include, without limitation, risks attendant to the bankruptcy process, including the effects thereof on the Registrant’s business and on the interests of various constituents and the length of time that the Registrant might be required to operate in bankruptcy; risks associated with ~~respect~~third party motions in the Debtors’ voluntary petitions under Chapter 11 of the U. S. Bankruptcy Code (the “Chapter 11 Cases”); potential adverse effects on the Registrant’s liquidity or results of operations; increased costs to ~~its~~execute ~~former~~the ~~executives~~reorganization pursuant to the Chapter 11 Cases; effects on the market price of the Registrant’s common stock and on the Registrant’s ability to access the capital markets; and the resolution of legal proceedings. Readers should consider all of these risk factors as well as other information contained in this Current Report on Form 8-K.

~~BDO’s~~Cautionary September 12 Letter set forth the following proposed remedial actions that BDO contends are necessary to complete the Section 10A Investigation, to conclude the adequacy of the scope of that investigation, and to determine the amount of any adjustments to the financial statements for the relevant time periods:Statements

(The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which reports were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Registrant. The Monthly Operating Reports are limited in scope, cover a~~) Complete~~ limited time period, have been prepared solely for the ~~forensic~~purpose ~~data~~of ~~analysis~~complying ~~procedures~~with onthe requirements applicable in the ~~former~~Chapter ~~CEO~~11 Cases and ~~CFO~~are in a format acceptable to the U.S. Trustee. The financial information contained in the Monthly Operating Reports was not audited or reviewed by independent public accountants, does not contain all of the information and footnotes required by generally accepted accounting principles in the United States, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Registrant’s ~~emails~~ securities, ~~text~~the ~~messages~~financial information contained in the Monthly Operating Reports is complete. The Monthly Operating Reports also contain information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Exchange Act, and ~~electronic~~such ~~documents;~~information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Securities Exchange Act of 1934, as amended. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

~~(b) Perform~~The ~~similar~~Registrant ~~forensic~~further ~~data~~cautions ~~analysis~~investors ~~procedures~~and ~~for~~potential investors that trading in shares of the ~~former~~Registrant’s ~~Head~~common stock during the pendency of ~~Supply~~the ~~Chain;~~Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for shares of the Registrant’s common stock may bear little or no relationship to the actual recovery, if any, by investors or potential investors in the reorganization. Accordingly, the Registrant urges extreme caution with respect to existing and future investments in its common stock.

~~(c)~~ Generally, ~~Adjust~~in bankruptcy cases the ~~scope~~debtors are required periodically to file various documents with, and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports, and other financial information. Such materials will be prepared according to the ~~investigation~~requirements ~~based~~of onfederal ~~any~~bankruptcy ~~findings~~law. While they would be expected to accurately provide then-current information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from ~~those~~that ~~procedures;~~used in the Registrant’s consolidated financial statements filed with the Securities and Exchange Commission under the federal securities laws. Accordingly, the Registrant believes that the substance and format of such materials do not allow meaningful comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to the Registrant’s securities or for comparison with other financial information filed with the Securities and Exchange Commission.

(d) Provide a detailed concluding summary of the investigation to BDO, including all procedures performed and a determination of the effect on all consolidated financial statements, including the SAB Topic 1.M and SAB Topic 13 analyses;

(e) Provide any incremental information to BDO, which may be required as a result of the information in paragraph (d);

(f) Complete the preparation of the revised consolidated financial statements as of and for the periods ended December 31, 2016 and 2015 and the interim periods within those years and the interim period as of and for the period ended March 31, 2017; and

(g) Identify the officers of the Registrant, given the resignation of the CEO and CFO, who are able to provide the necessary representations to BDO in conjunction with the issuance of the restated consolidated financial statements. Specifically, such officers must have 1) the requisite financial and accounting reporting skills and 2) conducted a detailed review of the transactions and operations of the Registrant for the periods covered by the restated consolidated financial statements.

The Registrant believes that BDO’s proposed remedial steps are unreasonable and inappropriate under the Registrant’s current circumstances. First, the Registrant already has meaningfully remediated the potential unlawful conduct through the removal of the Registrant’s former CEO, CFO and Vice President of Supply Chain, who were principally responsible for initiating and carrying out the improper revenue recognition practices at issue here. The former CEO and CFO resigned on July 4, 2017, after being interviewed by Skadden, and the Registrant terminated the former Vice President of Supply Chain on July 17, 2017, also after an interview with Skadden. Further review of former management’s emails therefore will not further the remediation. Moreover, given that the Registrant filed for bankruptcy on September 8, 2017 and has entered into a Stalking Horse Asset Purchase Agreement (“Purchase Agreement”) pursuant to which the Registrant anticipates selling substantially all of its assets to a seller before emerging from bankruptcy, compelling the Registrant to bear the additional and not insubstantial cost of conducting a full-scale forensic data analysis of these executives’ emails would be unjustified and unreasonable.

BDO’s contention that the Registrant must complete its restatement for the Relevant Reporting Periods, which could cost in the range of $150,000 to $200,000, also is inherently unreasonable, for several reasons, which the Registrant previously has expressed to BDO. First, the Registrant already has informed the public, in its Form 8-K filed July 6, 2017, that its prior financial statements are inaccurate and cannot be relied upon. Thus, there is little to no danger that investors improperly will rely on the prior, inaccurate financial statements. Second, because the Registrant expects to sell substantially all of its assets to Radians Wareham Holding, Inc. (“Radians”) or an alternative purchaser pursuant to the auction process contemplated under the Purchase Agreement, which requires consideration by the Registrant and the Bankruptcy Court of higher or better competing bids for the Registrant’s assets, before it emerges from bankruptcy, the Registrant believes it would be futile and wasteful to move forward with completing the restatement now.

In its Resignation Letter, BDO further communicated to the Registrant that it had identified certain material weaknesses relating to “Tone at the Top,” “Entity Level Controls” and “Controls over Revenue Recognition, Cut-Off and Sales Returns.” BDO’s Resignation Letter includes several misstatements that the Registrant addresses and corrects below.

First, BDO’s claim that the Registrant has a material weakness in regards to its “Tone at the Top,” is wholly without merit. BDO first claims that the Registrant lacks the proper “Tone at the Top” because the former CEO, CFO and Vice President of Supply Chain influenced and instructed employees and third parties to inappropriately record certain sales transactions as shipped when the goods were not shipped to a customer, and the former CFO purportedly withheld important documents relating to revenue recognition. The former CEO, CFO and Vice President of Supply Chain have all resigned or been terminated, however; as a result, they no longer have any influence over the Registrant’s financial statements or its employees. Moreover, they have been replaced by responsible and experienced executives with high integrity. The Registrant’s “Tone at the Top” issues therefore have been remediated.

BDO next claims that there is a “Tone at the Top” material weakness because the Audit Committee Chairman allegedly delayed reporting allegations of fraudulent transactions to BDO. BDO appears to be referring to the fact that the Audit Committee Chairman received the initial two reports about improper revenue recognition from whistleblowers inside the Registrant on April 13 and May 3, 2017, but did not inform BDO of these initial reports until June 12, 2017, after the filing of the Registrant’s Annual Report on Form 10-K on April 17, 2017 and its Quarterly Report on Form 10-Q on May 15, 2017. The Registrant is not aware of any requirement that a company notify its auditor of allegations of misconduct from whistleblowers – or any other source – before the company has had the opportunity to investigate the legitimacy of those allegations, however. In this case, the Chairman of the Audit Committee notified BDO of the Registrant’s initial findings soon after the initial investigation by RGP confirmed that the initial whistleblower reports appeared to be credible. BDO’s claim that this reflects a “Tone at the Top” material weakness is thus unwarranted.

Second, BDO’s allegation that the Registrant has a material weakness in its internal controls due to the purported lack of “Entity Level Controls” also is without merit. BDO’s claim that Skadden determined that there is a lack of policies addressing whistleblower and non-retaliation policies for employees to confidentially report inappropriate conduct is wrong. As an initial matter, Skadden never made such statements. Moreover, both the Registrant’s Code of Ethical Conduct and its Procedures for the Submissions of Communications Regarding Accounting and Auditing Matters include provisions directing employees to report any concerns they have about accounting matters or other ethical violations to either the Registrant’s CFO or to the Audit Committee Chairman. In this case, that is exactly what the whistleblowers did; they reported their concerns to the Audit Committee Chairman. In other words, the existing policies worked. While Skadden recommended that the Registrant establish an anonymous hotline for whistleblowers, that was simply meant to augment and improve the existing reporting channels; it does not reflect a material weakness in internal controls.

Third, BDO’s Resignation Letter states that it identified five additional control deficiencies over revenue recognition in BDO’s Section 10A Report. However, neither BDO’s Section 10A Report nor BDO’s September 12 Letter identify additional control deficiencies. BDO also references its “Communication to Those Charged with Governance” Dated April 17, 2017, and Item 9A. Controls and Procedures of the Registrant’s Annual Report on Form 10-K filed on April 17, 2017, in which the Registrant disclosed that management had identified material weaknesses in the Registrant’s internal controls over financial reporting related to revenue recognition. The Registrant, with Audit Committee oversight, was in the process of implementing measures to improve the effectiveness of its revenue recognition controls in part through focused attention on transaction processing and reporting, prior to dedicating resources to the matters raised by the whistleblower reports.

The Registrant has provided a copy of this Current Report on Form 8-K to BDO and has requested that BDO furnish to the Registrant a letter addressed to the SEC stating whether it agrees with the Registrant’s statements in this Current Report on Form 8-K and, if not, stating the respects in which it disagrees, to permit the Registrant to file the response letter with the SEC within the required timeframe.

SIGNATURE

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.

IRONCLAD PEFORMANCE WEAR CORPORATION

Date: ~~September~~November 288, 2017

By: /s/ Matthew ~~Pilskin~~ Pliskin

Matthew Pliskin

Chief Financial Officer & Secretary

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