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~~February 1713, 2018

____________________________

ICPW Liquidation 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.)

15260 Ventura Boulevard, 20th Floor

Sherman Oaks, CA 91403

(Address of Principal Executive Offices and zip code)

(972) 996-5664

(Registrant’s telephone
number, including area code)

Ironclad Performance Wear Corporation

(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 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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 71.0103 ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

On January 17, 2018, the Registrant and ICPW Liquidation Corporation, a California corporation and its wholly-owned subsidiary (“ICPW California” and together with the Registrant, the “Debtors”), each filed a monthly operating report with the U. S. Bankruptcy Court, Central District of California, San Fernando Valley Division (the “Bankruptcy Court”) pursuant to Rule 2015 promulgated under the U. S. Bankruptcy Code, for November 2017 (the “Monthly Operating Reports”). Copies of the Monthly Operating Reports are furnished herewith as Exhibits 99.1 and 99.2.

Item 8.01

Other Events.

On ~~January~~February 128, 2018, the ~~Debtors~~Financial ~~and~~Industry ~~the~~Regulatory ~~Official~~Authority ~~Committee~~(“FINRA”) ofhalted ~~Equity~~trading ~~Security~~in ~~Holders~~shares (of the ~~“OCEH”~~Registrant’s common ~~and~~stock. ~~together~~The ~~with the~~Registrant ~~Debtors,~~previously ~~the~~requested ~~“Plan~~that ~~Proponents”),~~FINRA ~~filed~~halt trading in shares of its common stock in connection with a Joint Plan of Liquidation (the “Proposed Joint Plan”) ~~with~~filed ~~the~~on ~~Bankruptcy Court. On~~ January 12, 2018, with the ~~Registrant~~U. ~~also~~S. ~~distributed~~Bankruptcy toCourt, ~~record~~Central District ~~holders~~ of ~~its~~California, ~~common~~San ~~stock~~Fernando asValley ofDivision ~~January~~(the ~~11,~~“Bankruptcy ~~2018~~Court”), aby ~~Notice of~~the ~~Hearing~~Registrant, onICPW ~~Confirmation~~Liquidation Corporation, ofa ~~Debtors’~~California corporation and ~~Official~~the ~~Committee~~Registrant’s ofwholly-owned ~~Equity~~subsidiary ~~Security~~(“ICPW ~~Holders’~~California” ~~Joint~~and ~~Plan of Liquidation~~together ~~dated~~with ~~January~~the 12Registrant, ~~2018~~the “Debtors”), and ~~Summary~~the Official Committee of ~~Joint~~Equity ~~Plan~~Security Holders (the “~~Plan Summary~~OCEH”). and ~~Copies~~together ofwith the ~~Joint~~Debtors, ~~Plan~~the ~~and~~ “Plan ~~Summary are filed herewith as Exhibits 99~~Proponents”).~~3 and 99.4, respectively.~~

~~While~~Following the filing of the Proposed Joint Plan, ~~remains~~the ~~subject~~Plan toProponents ~~further~~engaged ~~revision~~in bydiscussions with the ~~Plan~~Securities ~~Proponents,~~and Exchange Commission (the ~~Bankruptcy~~“SEC”) ~~Court~~and ~~has~~the ~~scheduled~~United aStates ~~hearing~~Trustee (the “~~Plan Confirmation Hearing~~UST”) onto ~~February~~address 12issues raised by the SEC and the UST. Thereafter, ~~2018~~the Plan Proponents modified the Proposed Joint Plan to ~~consider~~address the ~~confirmation~~issues ofraised by the SEC and the UST, and included those modifications in a revised Joint Plan of Liquidation filed with the Bankruptcy Court on February 9, 2018 (the “~~Plan Confirmation~~Joint ~~Hearing Date~~Plan”). ~~The~~Thereafter, ~~Registrant~~the ~~can~~Plan ~~provide~~Proponents noproposed ~~assurance~~additional ~~that~~modifications to the Joint Plan in additional pleadings filed with the Bankruptcy Court ~~will~~in ~~confirm~~response to objections to the Joint Plan atfiled ~~the~~by ~~Plan~~Jeffrey Cordes and William Aisenberg (collectively, ~~Confirmation~~“Cordes/Aisenberg”), ~~Hearing~~and Radians Wareham Holding, Inc. (“Radians”).

~~Among~~The ~~other~~Bankruptcy ~~matters,~~Court ~~the~~initially ~~Joint~~held ~~Plan~~a ~~provides~~hearing ~~that~~ on ~~its~~February ~~effective~~12, ~~date~~2018, which ~~will~~was becontinued ~~the~~to ~~first~~February ~~business~~13, ~~day~~2018, atto ~~least~~consider ~~15 days following~~ the ~~date of entry of the Bankruptcy Court order confirming the Joint Plan and the satisfaction or waiver by the Plan Proponents~~proposed ofadditional ~~certain~~modifications ~~conditions~~ to, ~~the~~and ~~effectiveness~~confirmation of, the Joint Plan. ~~(as~~On ~~applicable~~February 13, ~~the “Effective Date”)~~2018, the ~~outstanding shares~~Bankruptcy ofCourt ~~the~~issued ~~Registrant’s~~an ~~common~~Order ~~stock will be cancelled in exchange for non-transferrable beneficial interests in a trust~~Confirming ~~(the~~Debtors’ ~~“Trust”)~~and toOfficial beCommittee ~~established as~~ of ~~the~~Equity ~~Effective~~Security ~~Date.~~Holders’ ~~The~~Joint ~~purpose~~Plan of ~~the~~Liquidation ~~Trust~~Dated ~~is,~~February ~~among other matters~~9, to2018 ~~distribute proceeds~~as ~~to holders of beneficial interests in the Trust~~ Modified (the “~~Trust~~Plan ~~Beneficiaries~~Confirmation Order”). ~~and~~The ~~investigate~~Joint ~~and,~~Plan ~~if appropriate, pursue all claims~~ and ~~causes of action that belong to~~ the ~~Debtors’~~Plan ~~bankruptcy~~Confirmation ~~estates~~Order ~~that~~ are ~~assigned~~filed toherewith ~~the~~as ~~Trust~~Exhibits ~~for~~99.1 ~~the~~and ~~benefit~~99.2, ofrespectively, ~~the~~and ~~Trust~~are ~~Beneficiaries~~incorporated herein by reference.

~~The~~Among ~~Trust~~other ~~Beneficiaries~~matters, ~~will~~the beJoint ~~holders~~Plan, ofas ~~record~~modified by the Plan Confirmation Order (the “~~Record~~Modified ~~Holders~~Joint Plan”), ofprovides ~~shares~~that on ofits ~~the~~effective ~~Registrant’s common~~date, ~~stock~~set as ofFebruary ~~the~~28, ~~date~~2018 ~~determined~~provided there is no stay in ~~accordance~~effect with ~~the~~ ~~Joint~~respect to the Plan Confirmation Order entered on or before that date and provided that the ~~(“Record~~Plan ~~Date”).~~Confirmation ~~The~~Order ~~Registrant~~is not subject to any pending appeal or rehearing ~~has~~unless ~~requested~~the ~~that~~Plan Proponents agree to have the ~~Financial~~Joint ~~Industry~~Plan ~~Regulatory~~go ~~Authority~~effective despite the existence of a pending appeal or rehearing (the “~~FINRA~~Effective Date”), ~~halt~~the ~~trading~~outstanding in shares of the Registrant’s common stock, ~~and~~will ~~the~~be ~~Registrant~~cancelled ~~will~~in ~~advise~~exchange ~~FINRA~~for non-transferrable ofbeneficial ~~the~~interests ~~proposed~~in ~~Record~~a ~~Date~~trust ~~not~~(the ~~less~~“Trust”) ~~than~~to 10be ~~days~~established ~~in advance~~as of ~~such~~the ~~date~~Effective Date. The ~~period~~purpose of the Trust is, among other matters, to distribute proceeds to holders of ~~time~~non-transferrable ~~between~~beneficial interests in the ~~Plan~~Trust (the ~~Confirmation~~“Trust ~~Hearing~~Beneficiaries”) ~~but~~and ~~prior~~investigate and, if appropriate, pursue all claims and causes of action that belong to the ~~Effective~~Debtors’ ~~date~~bankruptcy isestates ~~hereafter referred~~that are assigned to asthe Trust for the ~~“Gap~~benefit ~~Period~~of the Trust Beneficiaries.”

The ~~Plan~~Trust ~~Proponents~~Beneficiaries ~~believe~~will ~~that~~be aholders ~~trading halt during the Gap Period is necessary to protect investors and the public interest. The Plan Proponents believe that the cancellation~~ of ~~the~~record ~~Registrant’s common stock as of~~ (the Effective Date constitutes an extraordinary event that is likely to have a material effect on the market for the Registrant’s common stock, with the potential to cause major disruption to the marketplace or significant uncertainty in the settlement and clearance process. Since only “Record Holders ~~will~~”) ~~receive~~of ~~distributions from the Debtors’ bankruptcy estates or the Trust based on the~~ shares of the Registrant’s common stock ~~they hold~~ as of ~~the~~February ~~Record~~12, ~~Date~~2018, the ~~Plan~~date ~~Proponents~~established ~~believe that it would be untenable to allow trading~~ in the ~~Registrant’s common~~Plan ~~stock~~Confirmation ~~following~~Order (the “Record Date ~~(since purchasers of such shares will receive no right to receive distributions from the Debtors’ bankruptcy estates or the Trust as a result of such purchases~~”).

Under the Modified Joint Plan, all of the outstanding shares of the Registrant’s common stock existing on the Effective Date will be cancelled, and the Record Holders who owned shares of the Registrant’s common stock on the Record Date will become holders of non-transferable beneficial interests in the Trust in exchange for those shares. The Registrant or the Trustee of the Trust will seek to terminate the Registrant’s reporting obligations in compliance with federal and state securities laws.

~~Pursuant~~In toaddition, the Modified Joint Plan, ~~the~~provides ~~Registrant’s~~for ~~Board~~distributions ofas ~~Directors~~follows: the Debtors, ~~acting~~through intheir ~~its~~designated ~~capacity~~escrow asagent, or the ~~administrator~~Trust, ofas applicable, will pay administrative claims in full either on the ~~Registrant’s 2006~~Effective ~~Stock~~Date ~~Incentive~~or ~~Plan,~~within asfive ~~amended~~days (following the date ~~“SIP”),~~of ~~will~~entry ~~exercise~~of ~~its~~an ~~authority~~order ~~under~~of the ~~SIP~~Bankruptcy toCourt ~~cancel~~allowing onsuch fees and expenses; the ~~date~~Debtors, through their designated escrow ~~that~~agent, iswill ~~two~~pay ~~business~~allowed ~~days~~priority ~~prior~~tax toclaims on the ~~Record~~Effective Date; (the ~~“Option~~Trust ~~Cancellation~~will ~~Date”)~~retain ~~all~~funds ~~outstanding~~in ~~options~~reserve, in an amount to ~~purchase~~be ~~shares~~determined ofat a claims estimation hearing, as the ~~Registrant’s~~maximum ~~common~~amount ~~stock~~payable ~~issued~~to ~~under~~Radians as the ~~SIP~~holder ~~without~~of ~~payment~~the ofsole ~~any~~remaining ~~consideration~~secured claim; the Trust will retain funds in reserve, ~~and~~in an amount to ~~notify~~be (determined at ~~least 10~~a ~~days~~claims ~~prior~~estimation tohearing, as the ~~Option~~maximum ~~Cancellation~~amount payable ~~Date)~~to ~~each~~Cordes/Aisenberg ~~holder~~as the holders of ~~such~~priority ~~outstanding~~and ~~options~~general ofunsecured ~~such~~claims; ~~holder’s~~and ~~right~~the toTrust ~~exercise~~will distribute remaining funds to the ~~vested~~Trust ~~portion~~Beneficiaries ofafter ~~such~~all ~~outstanding~~allowed ~~options~~post-bankruptcy byclaims ~~the~~have ~~earlier~~been ofpaid ~~(x)~~in ~~their~~full. ~~current~~All ~~expiration~~of ~~date~~the orforegoing ~~(y)~~is ~~5:00~~subject PMto the ~~Pacific~~language ~~Time on~~in the ~~day~~Plan ~~prior~~Confirmation toOrder ~~the~~that ~~Option~~provides ~~Cancellation~~that ~~Date.~~notwithstanding ~~Subject~~any toprovision in the ~~terms~~Modified ofJoint ~~the~~Plan ~~SIP,~~to the contrary, ~~Trustee~~unless ~~will~~the ~~recognize~~Bankruptcy ~~all~~Court ~~authorized~~orders ~~shares of~~otherwise ~~Common~~by ~~Stock~~a ~~issued~~subsequently toentered ~~holders~~order, ofno ~~Options~~distribution ~~that~~may ~~have~~be ~~been~~made ~~exercised~~through ~~and~~the Debtors’ ~~fully~~designated ~~paid~~escrow ~~prior~~agent, tofrom the ~~Option~~Trust, ~~Cancellation~~or ~~Date~~otherwise, (under the ~~“Option~~ ~~Shares”)~~Modified asJoint ~~belonging~~Plan to ~~Record~~any ~~Holders.~~creditors ~~The~~or ~~Option~~shareholders unless ~~Shares~~and ~~will~~until bethe ~~included~~Bankruptcy inCourt enters orders on the ~~total~~Radians ofand ~~Record~~Cordes/Aisenberg ~~Shares to~~claims beestimation ~~cancelled~~motions and two reserves are funded as ofrequired ~~the~~pursuant ~~Effective~~to ~~Date~~such orders.

~~The~~While the Plan Proponents ~~have~~ preliminarily estimated an initial distribution of 11.28 cents per share by the Trustee to Trust Beneficiaries based upon estimated available funds of $9,659,669 ~~to the Record Holders~~ and cancellation of 85,646,354 ~~Record~~shares ~~Shares~~of on the ~~Effective~~Registrant’s ~~Date.~~common ~~If any~~stock ofheld ~~these~~by ~~assumptions proves to be inaccurate, that will necessarily effect on a dollar-for-dollar basis (higher or lower)~~ the ~~amount~~ ~~of the initial distribution to be made to the~~ Record Holders, ~~and~~ the ~~availability~~Plan ofConfirmation ~~one~~Order orrequires ~~more~~claims ~~secondary~~estimation ~~distributions. The~~hearings ~~Registrant~~to ~~can~~determine ~~provide no assurance that~~ the ~~initial distribution from the Trust to Trust Beneficiaries will equal or exceed 11.28 cents per share. The actual~~ amount of ~~the initial distribution from the Trust~~ reserves to ~~Trust Beneficiaries will~~ be ~~determined by~~set ~~the~~aside ~~Trustee~~for of the ~~Trust~~disputed ~~once~~claims ~~the~~asserted ~~Trust~~by isRadians ~~established~~ and ~~funds~~Cordes/Aisenberg ~~are~~against ~~transferred to~~ the ~~Trust~~Debtors’ ~~from~~bankruptcy ~~and after the Effective Date~~estates.

OnConsequently, ~~February~~until 5,the claims estimation hearings are held and the ~~Registrant~~reserve ~~issued~~amounts aare ~~press~~determined ~~release~~with ~~titled~~respect ~~“ICPW~~to ~~Liquidation~~the ~~Corporation~~disputed ~~Files~~claims ~~Joint~~asserted by Radians and Cordes/Aisenberg, the Plan Proponents cannot estimate the amount of the initial distribution by the Trustee to ~~Liquidation;~~Trust ~~Seeks~~Beneficiaries, ~~Trading~~and ~~Halt~~no distributions may be made to creditors and shareholders.” The ~~press~~actual ~~release~~amount of the initial distribution from the Trust to Trust Beneficiaries will be determined by the Trustee of the Trust once the Trust is ~~attached~~established ~~hereto~~and asfunds ~~Exhibit~~are transferred 99to the Trust, accounting for applicable reserves.5 ~~and~~The isRegistrant ~~incorporated~~can ~~herein~~provide byno assurance that the initial distribution ~~reference~~from the Trust to Trust Beneficiaries will equal or exceed the previously disclosed estimate of 11.28 cents per share, and the initial distribution may be lower than the previously disclosed estimate of 11.28 cents per share as a result of additional reserves that the Bankruptcy Court may require in connection with the disputed Radians and Cordes/Aisenberg claims.

Based on the foregoing, the Registrant currently believes that the initial distribution from the Trust to Trust Beneficiaries will occur no earlier than during the second calendar quarter of 2018, however the Registrant can provide no assurance that any distribution will be made in accordance with the aforementioned timeframe, or that such initial distribution will not be further delayed due to additional Bankruptcy Court proceedings.

Court filings for the Debtors’ voluntary petitions under Chapter 11 of the U. S. Bankruptcy Code (the “Chapter 11 Cases”) are available at https://www.pacer.gov and at http://www.kccllc.net/ICPW.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1 ~~November~~Joint ~~2017~~Plan ~~Monthly~~of ~~Operating~~Liquidation ~~Report~~dated ~~for~~February ~~ICPW Liquidation Corporation~~9, a California Corporation*2018.

99.2 ~~November~~Order ~~2017~~Confirming ~~Monthly~~Debtors’ ~~Operating~~and ~~Report~~Official ~~for~~Committee ~~ICPW~~of Equity Security Holders’ Joint Plan of Liquidation ~~Corporation~~Dated February 9, a2018 ~~Nevada~~as Corporation*Modified.

99.3 Joint Plan of Liquidation.

99.4 Notice of Hearing on Confirmation of Debtors’ and Official Committee of Equity Security Holders’ Joint Plan of Liquidation dated January 12, 2018 and Summary of Joint Plan.

99.5 Press Release dated February 5, titled “ICPW Liquidation Corporation Files Joint Plan of Liquidation; Seeks Trading Halt.”

* Furnished herewith.

Forward Looking 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, involve numerous risks and 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 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 third party motions in the Chapter 11 Cases; potential adverse effects on the Registrant’s liquidity or results of operations; increased costs to execute a reorganization pursuant to the Chapter 11 Cases; the timing for effecting a reorganization pursuant to the Chapter 11 Cases and factors affecting distributions under such reorganization; 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.

Cautionary 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 limited time period, have been prepared solely for the purpose of complying with the requirements applicable in the Chapter 11 Cases and 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 securities, the 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 such 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.

The Registrant further cautions investors and potential investors that trading in shares of the Registrant’s common stock during the pendency of the 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.

Generally, in bankruptcy cases the 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 requirements of federal bankruptcy 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 that 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.

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: February 5 15, 2018

By: /s/ Matthew Pliskin

Matthew Pliskin

Chief Financial Officer & Secretary

Filing Compare · ICPW LIQUIDATION Corp