8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report:

March 26, 2009

IdentiPHI, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-20270	95-4346070
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

13809 Research Blvd, Suite 275

Austin, Texas 78750

(Address of principal executive offices)

(512) 492-6220

(Registrant’s telephone number, including area code)

(Registrant’s former name and former address)

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 (see General Instruction A.2. below):

¨ 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))

As used in this current report on Form 8-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “IdentiPHI” refer to IdentiPHI, Inc., a Delaware corporation.

Item 1.01 Entry into a Material Definitive Agreement

As previously reported, IdentiPHI, Inc. filed a voluntary petition (the “Chapter 11 Petition”) on February 11, 2009, for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Texas, Austin Division (the “Court”).

In connection with the Chapter 11 Petition, the Court approved a Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) by and between IdentiPHI, Inc. and Passlogix, Inc. The DIP Credit Agreement provided for a revolving credit commitment of up to $500,000. As of March 30, 2009, the Company had borrowed $325,000 from the DIP Credit Agreement and does not expect to borrow any additional funds under this facility.

On March 2, 2009, the Court entered the Order Approving Procedures and Notice with Respect to Sale (the “Sales Procedures”), pursuant to Section 363 of Chapter 11 of the Bankruptcy Code.

On March 9, 2009, IdentiPHI entered into an Asset Purchase Agreement with Passlogix (the “Passlogix APA”) as part of a “stalking horse bid,” whereby Passlogix would pay the Company $1,300,000 in cash and credits from the DIP financing for all of its assets. In accordance with the terms of the Passlogix APA, Passlogix would not assume any of the Company’s liabilities except those related to any executory contracts selected by Passlogix.

On March 24, 2009, the Company received a qualifying overbid from Imprivata, Inc. that would pay the Company $1,550,000 in cash for all of its assets pursuant to an asset purchase agreement that the Company entered into with Imprivata under the same general terms and condition as the Passlogix APA (the “Imprivata APA”). Per the terms of the Sales Procedures, the qualified bid from Imprivata triggered an auction for the assets that was held on March 26, 2009. With a bid of $2,350,000 at the auction, Imprivata became the successful bidder, which was approved by the Court in a sale hearing following the auction. Passlogix elected to submit their last bid of $2,300,000 as the “back –up bid” in case Imprivata was unable or unwilling to close. On March 31, 2009, the Company and Imprivata closed on the Imprivata APA.

The Company intends to file a plan of liquidation with the Court, which is expected to include the distribution of the net proceeds from the asset sale and the dissolution of the Company. The $2.35 million in sale proceeds, after payment of Debtor In Possession financing and costs of the sale, will be significantly less than the approximately $5 million liabilities, so the Company’s common stock and other equity interests will receive no distribution on account of such interest. The net proceeds will be allocated to administrative claims, and secured and unsecured creditors.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 1.02.

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

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 31, 2009, pursuant to the DIP financing budget and in connection with the close of the sale of the Company’s assets under the Imprivata APA, the employment of all Company employees was terminated, including, but not limited to, employment agreements for Christer Bergman, the Company’s Chief Executive Officer, Jeffrey Dick, Chief Financial Officer, Carter Marantette, Vice President, North American Sales, and Mark Norwalk, Chief Technology Officer.

On March 31, 2009, the Company received the resignations from all members of its board of directors, which includes Asa Hutchinson, Jacques Bouhet and Christer Bergman. Prior to resigning, the Company’s board of directors named Jeffrey Dick, the Company’s Chief Financial Officer and Debtor’s Representative, as the sole remaining director in order to assist the Company’s bankruptcy counsel with the plan of liquidation and dissolution of the Company, under a limited consultancy agreement subject to court approval.

2

Section 7.01 Regulation FD Disclosure

On March 20, 2008, the Company filed its unaudited monthly operating report for the period February 12, 2009 through February 28, 2009, with the Court, which is attached to this Current Report on Form 8-K as Exhibit 99-1.

The monthly operating reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with reporting requirements of the Court and the Bankruptcy Code, 11 U.S.C. §§ 101-1532. The financial information contained in the monthly operating reports are preliminary and unaudited and do not purport to show the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, accruals and disclosure items. The Company cautions readers not to place undue reliance on the monthly operating reports. The monthly operating reports may be subject to revision. The monthly operating reports are in a format required by the Court and the Bankruptcy Code and should not be used for investment purposes. The information in the monthly operating reports should not be viewed as indicative of future results.

Limitation on Incorporation by Reference

The monthly operating reports are being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate the monthly operating reports or any other information set forth in this Current Report on Form 8-K by reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report on Form 8-K and the documents incorporated by reference into this Current Report, as well as other statements made by the Company may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the Company‘s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company‘s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: (i) the ability to file and implement a plan of liquidation with the Court in order to distribute the proceeds from the asset sale to Imprivata; and (ii) the conversion of this case from Chapter 11 to Chapter 7 of the Bankruptcy Code.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Monthly Operating Report for the period February 12, 2009 through February 28, 2009

3

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.

	IDENTIPHI, INC.
Dated: March 31, 2009	By:	/s/ Jeffrey T. Dick
		Jeffrey T. Dick Chief Financial Officer

4

EX-99.1

Exhibit 99.1

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

COMPARATIVE BALANCE SHEETS

	FILING DATE* (2/11/09)		2/28/2009
ASSETS
CURRENT ASSETS
Cash		47,216.98		76,504.84
Accounts Receivable, gross*		159,328.55		161,100.36
Inventory: Lower of Cost or Market		49,216.79		47,133.13
Prepaid Expenses (Deposits)		42,707.81		42,707.81
Investments		0.00		0.00
Other		2,908,657.16		2,785,087.89
TOTAL CURRENT ASSETS		3,207,127.29		3,112,534.03
PROPERTY, PLANT & EQUIP. @ COST		101,763.98		90,563.77
Less Accumulated Depreciation		60,897.81		54,285.18
NET BOOK VALUE OF PP & E		40,866.17		36,278.59
OTHER ASSETS
1. Tax Deposits		0.00		0.00
2. Investments in Subsidiaries		0.00		0.00
3. Electric Deposit		0.00		0.00
4.
TOTAL ASSETS	$	3,247,993.46	$	3,148,812.62

* Per Schedules and Statement of Affairs

MOR-2

The following assets were excluded as they were not included on the Statement of Affairs:

	2/11/2009	2/28/2009
Prepaid Expenses (Other)	85,057.96	65,421.25
Other receivable	—	1.21
Goodwill	2,819,565.42	2,819,565.42
Deferred Cost of Sales	31,897.48	31,897.48
	—	—
	2,936,520.86	2,916,885.36

* Gross AR, excludes allowance for doubtful accounts of $40,051.00

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

COMPARATIVE BALANCE SHEETS

	FILING DATE* (2/11/09)		02/28/09
LIABILITIES & OWNER’S EQUITY
LIABILITIES
POST-PETITION LIABILITIES(MOR-4)				48,895.77
PRE-PETITION LIABILITIES
Notes Payable - Secured		2,233,940.25		2,233,940.25
Priority Debt		1,677.94		6,468.63
Federal Income Tax		0.00		0.00
FICA/Withholding		36,623.44		36,623.44
Unsecured Debt		2,751,178.03		2,754,324.87
Other		0.00		0.00
TOTAL PRE-PETITION LIABILITIES		5,023,419.66		5,031,357.19
TOTAL LIABILITIES		5,023,419.66		5,080,252.96
OWNER’S EQUITY (DEFICIT)
PREFERRED STOCK		0.00		0.00
COMMON STOCK		600,975.05		600,975.05
ADDITIONAL PAID-IN CAPITAL		12,436,554.47		12,436,554.47
RETAINED EARNINGS: Filing Date		-12,287,100.16		-12,536,471.12
RETAINED EARNINGS: Post Filing Date				-249,370.96
TOTAL OWNER’S EQUITY (NET WORTH)		750,429.36		251,687.44
TOTAL LIABILITIES & OWNERS EQUITY	$	5,773,849.02	$	5,331,940.40

* Per Schedules and Statement of Affairs

MOR-3

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

SCHEDULE OF POST-PETITION LIABILITIES

	02/28/09
TRADE ACCOUNTS PAYABLE
TAX PAYABLE
Federal Payroll Taxes		24,100.88
State Payroll Taxes		1,705.56
Ad Valorem Taxes		0.00
Other Taxes		2,000.00
TOTAL TAXES PAYABLE		27,806.44
SECURED DEBT POST-PETITION		0.00
ACCRUED INTEREST PAYABLE		2,443.84
ACCRUED PROFESSIONAL FEES*		10,783.96
OTHER ACCRUED LIABILITIES
1. Post-petition trade payables		7,861.53
2.
3.
TOTAL POST-PETITION LIABILITIES (MOR-3)	$	48,895.77

* Payment requires Court Approval

MOR-4

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

AGING OF POST-PETITION LIABILITIES

MONTH February-09

DAYS	TOTAL		TRADE ACCOUNTS		PROFESSIONAL FEES		ACCRUED INTEREST		FEDERAL TAXES		STATE TAXES		AD VALOREM, OTHER TAXES
0-30		48,895.77		7,861.53		10,783.96		2,443.84		24,100.88		1,705.56		2,000.00
31-60		0.00		0.00		0.00		0.00		0.00		0.00		0.00
61-90		0.00		0.00		0.00		0.00		0.00		0.00		0.00
91+		0.00		0.00		0.00		0.00		0.00		0.00		0.00
TOTAL	$	48,895.77	$	7,861.53	$	10,783.96	$	2,443.84	$	24,100.88	$	1,705.56	$	2,000.00

AGING OF ACCOUNTS RECEIVABLE

Feb-09
0-30 DAYS		18,660.21
31-60 DAYS		91,269.89
61-90 DAYS		3,781.31
91+ DAYS		47,388.95
TOTAL*	$	161,100.36

MOR-5

* Gross AR, excludes allowance for doubtful accounts of $40,051.00

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

STATEMENT OF INCOME (LOSS)

	(2/12/09-2/28/09)		FILING TO DATE
REVENUES (MOR-1)	15,781.17		15,781.17
TOTAL COST OF REVENUES	3,572.43		3,572.43
GROSS PROFIT	12,208.74		12,208.74
OPERATING EXPENSES:
Selling & Marketing	16,639.86		16,639.86
General & Administrative	37,545.88		37,545.88
Research & Development	15,019.53		15,019.53
Insiders Compensation	47,214.43		47,214.43
Professional Fees	16,744.56		16,744.56
Other	0.00		0.00
Other	0.00		0.00
TOTAL OPERATING EXPENSES	133,164.26		133,164.26
INCOME BEFORE INT, DEPR/TAX (MOR-1)	-120,955.52		-120,955.52
INTEREST EXPENSE	2,443.84		2,443.84
DEPRECIATION	2,276.04		2,276.04
OTHER (INCOME) EXPENSE*	312.23		312.23
OTHER ITEMS**	123,383.33		123,383.33
TOTAL INT, DEPR & OTHER ITEMS	128,415.44		128,415.44
NET INCOME BEFORE TAXES	-249,370.96		-249,370.96
FEDERAL INCOME TAXES			0.00
NET INCOME (LOSS) (MOR-1)	($249,370.96	)	($8,249,370.96	)

Accrual Accounting Required, Otherwise Footnote with Explanation.

* Footnote Mandatory.

** Unusual and/or infrequent item(s) outside the ordinary course of business requires footnote.

MOR-6

* Other Items

• AP/GL conversion loss on Bank of Montreal account

• Interest received from Chase Bank (Account # 2331473831

Net

** Non-cash amortization of intangible assets related to merger with Saflink Corporation in Feb-2008.

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

	Feb-09		FILING TO DATE
CASH RECEIPTS AND DISBURSEMENTS
1. CASH-BEGINNING OF MONTH (2/11/09)	$	24,900.44	$	24,900.44
RECEIPTS:
2. CASH SALES		0.00		0.00
3. COLLECTION OF ACCOUNTS RECEIVABLE		0.00		0.00
4. LOANS & ADVANCES (attach list)		150,000.00		150,000.00
5. SALE OF ASSETS		0.00		0.00
6. OTHER (attach list)		0.07		0.07
TOTAL RECEIPTS**		150,000.07		150,000.07
(Withdrawal) Contribution by Individual Debtor MFR-2*		0.00		0.00
DISBURSEMENTS:
7. NET PAYROLL		58,912.81		58,912.81
8. PAYROLL TAXES PAID		0.00		0.00
9. SALES, USE & OTHER TAXES PAID		0.00		0.00
10. SECURED/RENTAL/LEASES		13,515.64		13,515.64
11. UTILITIES & TELEPHONE		3,842.02		3,842.02
12. INSURANCE		20,657.15		20,657.15
13. INVENTORY PURCHASES		0.00		0.00
14. VEHICLE EXPENSES		0.00		0.00
15. TRAVEL & ENTERTAINMENT		0.00		0.00
16. REPAIRS, MAINTENANCE & SUPPLIES		0.00		0.00
17. ADMINISTRATIVE & SELLING		0.00		0.00
18. OTHER (attach list)		1,468.05		1,468.05
TOTAL DISBURSEMENTS FROM OPERATIONS		98,395.67		98,395.67
19. PROFESSIONAL FEES		0.00		0.00
20. U.S. TRUSTEE FEES		0.00		0.00
21. OTHER REORGANIZATION EXPENSES (attach list)		0.00		0.00
TOTAL DISBURSEMENTS**		98,395.67		98,395.67
22. NET CASH FLOW		51,604.40		51,604.40
23. CASH - END OF MONTH (MOR-2)	$	76,504.84	$	76,504.84

* Applies to Individual debtors only

** Numbers for the current month should balance (match) Revised 07/01/98

RECEIPTS and CHECKS/OTHER DISBURSEMENTS lines on MOR-8

MOR-7

18. OTHER

Unposted bank fees for Bank of Montreal in addition conversion difference between actual and GL 1468.05

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

CASH ACCOUNT RECONCILIATION

MONTH OF Feb-09

BANK NAME	Chase Bank		Bank of Montreal		Wells Fargo		Key Bank		Chase Bank		Key Bank
ACCOUNT NUMBER		# 813473535		# 0010 1249-155		# 145-6445285		# 479081024362		# 2331473831		# 40-20-423-0707500
ACCOUNT TYPE		US DIP ACCOUNT		CAD DIP ACCOUNT		OPERATING		OPERATING		MONEY MARKET		INVESTMENT		TOTAL
BANK BALANCE		89,699.12		14,819.85		6,875.38		1,355.74		181.15		3,537.87	$	116,469.11
DEPOSITS IN TRANSIT		0.00		0.00		0.00		0.00		0.00		0.00	$	0.00
OUTSTANDING CHECKS		39,742.73				0.00		0.00		0.00		0.00	$	39,742.73
ADJUSTED BANK BALANCE	$	49,956.39	$	14,819.85	$	6,875.38	$	1,355.74	$	181.15	$	3,537.87	$	76,726.38
BEGINNING CASH - PER BOOKS		0.00		879.43		17,235.99		3,054.07		193.08		3,537.87	$	24,900.44
RECEIPTS*		150,000.00		0.00		0.00		0.00		0.07		0.00	$	150,000.07
TRANSFERS BETWEEN ACCOUNTS		-12,327.43		22,327.43		-10,000.00		0.00		0.00		0.00	$	0.00
(WITHDRAWAL) OR INDIVIDUAL CONTRIBUTION BY DEBTOR MFR-2		0.00		0.00		0.00		0.00		0.00		0.00	$	0.00
CHECKS/OTHER DISBURSEMENTS*		87,716.18		8,608.55		360.61		1,698.33		12.00		0.00	$	98,395.67
ENDING CASH - PER BOOKS	$	49,956.39	$	14,598.31	$	6,875.38	$	1,355.74	$	181.15	$	3,537.87	$	76,504.84

* Numbers should balance (match) TOTAL RECEIPTS and TOTAL DISBURSEMENTS lines on MOR-7

MOR-8

Note:

The company requested to have accounts closes as of 2/11/09. Account balances exist as of 2/28/09 because the banks were waiting for final fees to come out. All bank accounts were closed in early March and funds were transferred to the Chase Bank Debtor-in possession account # 813473535.

CASE NAME: IdentiPHI, Inc.

CASE NUMBER: 09-10349-CAG

PAYMENTS TO INSIDERS AND PROFESSIONALS

Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section 101(31)(A)-(F) of the U.S. Bankruptcy Code) and the professionals.

Also, for insiders, identify the type of compensation paid (e.g., salary, commission, bonus, etc.) (Attach additional pages as necessary).

INSIDERS: NAME/COMP TYPE	2/12/09-2/28/09
1. Brian Wilchusky (Salary)		3,706.85
2. Carter Marantette (Salary)		5,347.56
3. Chris Collier (Salary)		4,277.86
4. Christer Bergman (Salary)		6,615.03
5. Jeff Dick (Salary)		7,792.98
6. Mark Norwalk (Salary)		5,585.11
TOTAL INSIDERS (MOR-1)	$	33,325.39
PROFESSIONALS	MONTH
1. None
2.
3.
4.
5.
6.
TOTAL PROFESSIONALS (MOR-1)	$	0.00

MOR-9