8-K

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 22, 2017

Prism Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)	0-26083 (Commission File Number)	94-3220749 (I.R.S. Employer Identification No.)
	101 Parkshore Dr., Suite 100 Folsom, California 95630 (Address of principal executive offices including zip code)
	(916) 932-2860 (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:

[  ] 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))

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

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 1.01.   Entry Into a Material Definitive Agreement

On December 22, 2017, Prism Technologies Group, Inc. (“Company”) and Amorphous Technologies International, Inc. (“ATI”) amended the Asset Purchase Agreement dated October 19, 2017. The amendment extends the date by which the Minimum Funding Requirement must be obtained to March 31, 2018 and permits the parties to agree to meet the Minimum Funding Requirement in installments.

Secondly, the amendment extends the Company’s Right to Unwind the Asset Purchase Transaction to the tenth business day after the Minimum Funding Requirement, or a periodic installment, is not achieved.

This description of the amendment is qualified in its entirety by the terms of the amendment, which is attached as Exhibit 10.13 to this Current Report on Form 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2017, Mr. Dennis Chookaszian and Mr. James Corroon resigned from the Board of Directors of the Company. The resignations were effective immediately. Neither Mr. Chookaszian’s nor Mr. Corroon’s resignation is due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

10.13 Amendment One, dated December 22, 2017, to the Asset Purchase Agreement between Prism Technologies Group, Inc. and Amorphous Technologies International, Inc.

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.

	PRISM TECHNOLOGIES GROUP, INC.
Date:  December 27, 2017	By:	/s/ L. Eric Loewe
		Name: L. Eric Loewe
		Title: Senior Vice President, General Counsel and Secretar

EX-10.13

Exhibit 10.13

AMENDMENT ONE

TO

ASSET PURCHASE AGREEMENT

This Amendment One to the Asset Purchase Agreement dated October 19, 2017 (“Agreement”) is made and entered into as of December 22, 2017 (“Effective Date”), among Prism Technologies Group, Inc. and Amorphous Technologies International, Inc.

Pursuant to Section 9.3 of the Asset Purchase Agreement, the Parties hereby amend the Agreement as follows:

1. The definition of Minimum Funding Requirement in Section 1.1 is deleted in its entirety and replaced with the following:

“Minimum Funding Requirement” means a binding commitment, subject only to the parties’ respective Rights to Unwind, by one or more Persons to invest, in the aggregate, not less than $500,000 by March 31, 2018, provided that the Minimum Funding Requirement may be satisfied by monthly installments agreed to in writing by the Parties.

2. Section 2.4 of the Agreement is deleted in its entirety and replaced with the following:

Section 2.4. Seller’s Right to Unwind the Transaction. If the Minimum Funding Requirement, including any monthly installments agreed to by the parties, is not achieved, other than by reason of a material breach of this Agreement by Seller, then Seller, at its option, shall have the right to unwind the transactions contemplated by this Agreement (the “Right to Unwind”) in accordance with Section 2.6. Seller’s Right to Unwind will expire on the tenth business day following the date that the Minimum Funding Requirement, or a monthly installment, is not achieved.

Prism Technologies Group, Inc. (“Seller”)	Amorphous Technologies International, Inc. (“Purchaser”)
By: /s/ L. Eric Loewe	By: /s/ Ricardo A. Salas
Date: December 22, 2017	Date:_December 22, 2017