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): July 10, 2018

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	1-7939	11-2160665
(State of Incorporation or	(Commission File Number)	(IRS Employer
Organization)		Identification No.)

135 Fell Court, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

(631) 952-2288

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

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))

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 o

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. o

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously announced, on June 14, 2018, Vicon Industries, Inc. (the “Company”) received a letter from NYSE American LLC (the “NYSE”) stating that the Company was not in compliance with the stockholders’ equity continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide, and that to maintain its listing with the NYSE, the Company would be required to submit a plan of compliance by July 16, 2018.

On July 10, 2018, after careful consideration of the Company’s available options and its assessment of the probability of the Company regaining compliance with the NYSE’s listing requirements, the Board of Directors of the Company determined that the Company would not submit a plan of compliance to the NYSE, and approved (i) the filing of an application to have the Company’s common stock quoted on the OTCQB Venture Market (“OTCQB”), and the (ii) the delisting of the Company’s common stock from the NYSE, including the filing of a Form 25 with the Securities and Exchange Commission in connection therewith.

The transition to the OTCQB will not affect the Company’s business operations, and following such transition, the Company will continue to make all required filings with the SEC on Forms 10-K, 10-Q and 8-K, and will remain subject to all other SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated July 10, 2018 Announcing Intent to Trade on the OTCQB Venture Market

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.

Dated: July 11, 2018

VICON INDUSTRIES, INC.

By: /s/ John M. Badke

John M. Badke

Chief Operating Officer and

Chief Financial Officer

EX-99.1

EXHIBIT 99.1

VICON ANNOUNCES ITS INTENT TO TRADE ON THE OTCQB VENTURE MARKET

Hauppauge, N.Y. - July 10, 2018 - Vicon Industries, Inc. (NYSE American: VII) today announced that it intends for its common stock to commence trading on the OTCQB Venture Market (OTCQB) on July 12, 2018. As previously announced, on June 14, 2018, the Company received notification from the NYSE American LLC (the “NYSE”) that it was not in compliance with the NYSE’s stockholders’ equity continued listing standard, and was asked to submit a compliance plan by July 16, 2018. After careful consideration of its available options and its assessment of the probability of the Company regaining compliance with the NYSE’s stockholders’ equity requirements, the Company opted not to submit a compliance plan to the NYSE and plans to instead transition to the OTCQB.

The transition to the OTCQB will not affect the Company’s business operations, and following such transition, the Company will continue to make all required filings with the SEC on Forms 10-K, 10-Q and 8-K, and will remain subject to all other SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934.

About Vicon

Vicon Industries, Inc. (NYSE American: VII) is a global producer of video management systems and system components for use in security, surveillance, safety and communication applications by a broad range of end users. Vicon’s product line consists of various elements of a video system, including video management software, recorders and storage devices and capture devices (cameras). Headquartered in Hauppauge, New York, the Company also has offices in Yavne, Israel and the United Kingdom. More information about Vicon, its products and services is available at www.vicon-security.com.

Special Note Regarding Forward-looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our new product offerings and our proposed fundraising activities. These forward-looking statements are based on management's current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. These risks and uncertainties include, but are not limited to: our history of losses and negative cash flows; our need for additional financing; market acceptance of our products; our ability to manufacture and develop effective products and solutions; indebtedness to our secured lender; current and future economic conditions that may adversely affect our business and customers; potential fluctuation of our revenues and profitability from period to period which could result in our failure to meet expectations; our ability to maintain adequate levels of working capital; our ability to incentivize and retain our current senior management team and continue to attract and retain qualified scientific, technical and business personnel; our ability to expand our product offerings or to develop other new products and services; our ability to generate sales and profits from current product offerings; rapid technological changes and new technologies that could render certain of our products and services to be obsolete; competitors with significantly greater financial resources; introduction of new products and services by competitors; challenges associated with expansion into new markets; failure to stay in compliance with all applicable NYSE American requirements that could result in a delisting of our common stock; and, other factors discussed under the heading "Risk Factors" contained in our Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 5, 2018. All information in this press release is as of the date of the release and we undertake no duty to update this information unless required by law.

Contact:

Vicon Investor Relations

Cindy Schneider

Tel: (631) 650-6201

Email: IR@vicon-security.com