425

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 (Date of earliest event reported): March 5, 2015

Advanced Photonix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11056	33-0325826
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2925 Boardwalk

Ann Arbor, Michigan 48104

 (Address of principal executive offices, including zip code)

 (734) 864-5600

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

[X] 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 8.01. Other Events.

On Thursday, March 5, 2015, Advanced Photonix, Inc. (the “Company” or “API” ) issued a press release announcing an update as to the timing of the proposed merger of the Company with API Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Luna Innovations Incorporated, a Delaware corporation. A copy of the press release (“Press Release”) is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number	Exhibit
99.1	Press Release of Advanced Photonix, Inc. dated March 5, 2015

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.

	ADVANCED PHOTONIX, INC.
By:	/s/ Jeff Anderson
	Jeff Anderson, Chief Financial Officer

Date: March 5, 2015

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release of Advanced Photonix, Inc.dated March 5, 2015

EX-99.1

Exhibit 99.1

Advanced Photonix and Luna Innovations Merger Update

ANN ARBOR, Mich., March 5, 2015 /PRNewswire/ -- Advanced Photonix^® and Luna Innovations Incorporated jointly announced an update as to the timing of their planned merger. As previously disclosed, the closing of the proposed merger is subject to the satisfaction or waiver of a number of customary closing conditions, including, among others, the effectiveness of a Form S-4 registration statement filed by Luna with the SEC and the approval of certain matters related to the merger by each company’s stockholders. In February, Luna filed a Form S-4 registration statement with the Securities and Exchange Commission with respect to the proposed merger. However, that registration statement is not yet effective, and the companies have yet to finalize the dates of their respective stockholders meetings. Luna expects to file an amendment to the Form S-4 in March 2015, and following the effectiveness of the Form S-4, Luna and Advanced Photonix will mail the joint proxy statement/prospectus included in the Form S-4 to their stockholders for consideration at their respective stockholder meetings. Although the companies have not yet formally determined the dates of their stockholder meetings, the companies currently expect to hold their meetings, and close the merger, in May 2015.

About Advanced Photonix, Inc.

Advanced Photonix, Inc.^® (NYSE MKT: API) is a leading supplier of optoelectronic sensors, devices and instruments used by Test and Measurement, Process Control, Medical, Telecommunication and Defense markets. API has three product lines. High-Speed Optical Receiver (HSOR) products are used by the telecommunication market in both telecommunication equipment and in test and measurement equipment utilized in the manufacturing of telecommunication equipment. Optosolutions focuses on enabling manufacturers to measure physical properties, including temperature, particular counting, color, and fluorescence for Medical and Process Control applications. The Terahertz sensor product line is targeted at the industrial Process Control and quality control markets through nondestructive testing and can measure subsurface physical properties, like multi-layers thicknesses, density, moisture content, anomaly detection and some chemical features, online and in real time. For more information visit www.advancedphotonix.com.

About Luna

Luna Innovations Incorporated (www.lunainc.com) is a public company composed of scientists, engineers, and business professionals developing and manufacturing a new generation of technologies and products. It has been successful in taking innovative technologies from applied research to product development and ultimately to the commercial market, driving breakthroughs in fields such as aerospace, automotive, telecommunications, healthcare, energy, and defense.

Forward Looking Statements

This release includes information that constitutes “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. These statements include our expectations regarding the completion of the merger, the prospects of the combined company and the companies’ future growth. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of the companies may differ materially from the future results, performance and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, but are not limited to: the approval of the merger and related matters by the companies’ respective stockholders and satisfaction of other closing conditions of the merger; the uniqueness and advantages of API’s or Luna’s technology and intellectual property; potential costs savings and synergies from the merger; potential for profitability; potential for future commercialization of their technologies; the competitive advantage afforded by API’s or Luna’s technology; the potential efficacy of API’s or Luna’s technology; and growth potential of certain markets. Statements that describe the companies’ business strategies, goals, prospects, opportunities, outlook, plans or intentions are also forward-looking statements. Uncertainties regarding technical and scientific difficulties, issues that might arise in any particular business relationship and other risks and uncertainties are set forth in the companies’ periodic reports and other filings with the Securities and Exchange Commission. Such filings are available at the SEC's website at http://www.sec.gov, and at the companies’ websites at http://www.advancedphotonix.com and http://www.lunainc.com. The statements made in this release are based on information available to the companies as of the date of this release and API and Luna undertake no obligation to update any of the forward-looking statements after the date of this release.

CONTACT: ir@advancedphotonix.com

SOURCE: Advanced Photonix, Inc.

RELATED LINKS: http://www.advancedphotonix.com, http://www.lunainc.com

2925 Boardwalk • Ann Arbor, MI 48104 • (734) 864-5600 • Fax (734) 998-3474