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): January 23, 2006

HyperFeed Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-13093	36-3131704
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
300 South Wacker Drive, Suite 300, Chicago, Illinois		60606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 312-913-2800

Not Applicable
______________________________________________
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 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))

Item 1.01 Entry into a Material Definitive Agreement.

The information provided under Item 2.03 below is incorporated by reference under this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 23, 2006, the Registrant issued a Promissory Note to PICO Holdings, Inc. ("PICO"). PICO owns 80.1% of the Registrant’s common stock. The Registrant borrowed $1,500,000 under the Promissory Note at an interest rate of 7.0% per annum. The entire unpaid principal balance and related interest under the Promissory Note shall be due and payable not later than February 28, 2006.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Exhibits

Exhibit 10.2 – Promissory Note, dated January 23, 2006

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.

	HyperFeed Technologies, Inc.
January 26, 2006	By:	Gemma Lahera
		Name: Gemma Lahera
		Title: Principal Accounting Officer and Treasurer

Exhibit Index

Exhibit No.	Description
10.2	Promissory Note, dated January 23, 2006

EX-10.2

Exhibit 10.2

PROMISSORY NOTE

January 23, 2006

$1,500,000.00

FOR VALUE RECEIVED, the undersigned, HyperFeed Technologies, Inc., a Delaware corporation (“Borrower”), promises to pay to the order of PICO Holdings, Inc., a California corporation (“Lender”), the principal sum of One Million Five Hundred Thousand Dollars and no cents ($1,500,000.00), together with the interest thereon at the rate of seven percent (7%) per annum, commencing on the date hereof and continuing until the principal sum is paid in full. Interest shall be computed on the basis of a 365-day year.

The entire unpaid principal balance of, and all interest under, this Promissory Note shall be due and payable not later than February 28, 2006. The indebtedness evidenced hereby may be prepaid in whole or in part at any time without penalty. Any payment or prepayment shall be applied first to interest and second to principal due and payable hereunder.

Borrower and Lender agree that the loan evidenced by this Promissory Note is expressly conditioned on the agreement and understanding that Borrower will use $500,000 of the amount borrowed to immediately pay off Borrower’s loan from Lakeside Bank in its entirety, and that Borrower shall immediately terminate its credit line with Lakeside Bank. Borrower and Lender also agree that, immediately upon Borrower’s paying off its $500,000 loan from Lakeside Bank and closing its credit line with Lakeside Bank, all of the collateral that Borrower had posted with Lakeside Bank shall be posted as collateral with Lender to secure this Promissory Note and any subsequent borrowings by Borrower. Additionally, Borrower and Lender agree that the loan evidenced by this Promissory Note is expressly conditioned on the agreement and understanding that Borrower will use $75,000 of the amount borrowed to immediately establish a certificate of deposit to serve as collateral for the Letter of Credit Borrower has with Lakeside Bank.

HyperFeed Technologies, Inc. covenants that, if suit be brought to enforce the payment of principal or interest under this Promissory Note, it will pay PICO Holdings, Inc., such other amount as shall be reasonable to cover the cost and expense of collection, including reasonable attorney fees.

HYPERFEED TECHNOLOGIES, INC.

/s/ Gemma Lahera
By: Gemma Lahera
Title: Principal Accounting Officer