Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2012




(Exact name of registrant as specified in its charter)




Nevada   001-34212   26-2626737
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

4251 Kellway Circle

Addison, Texas 75001

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 267-1321


(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.

On September 25, 2012, Oryon Technologies, Inc. (the “Company”) reduced the exercise price per share of Company common stock applicable to its outstanding Series A Warrants from $0.75 per share to $0.50 per share. The outstanding Series A Warrants are exercisable into an aggregate of 4,000,000 shares of Company common stock.

The above description of the Series A Warrants is qualified in its entirety by reference to the full text of the Form of Series A Warrant, which is attached as Exhibit B-2 to the Agreement & Plan of Merger dated March 9, 2012 filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2012.



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.


        Date: September 27, 2012     ORYON TECHNOLOGIES, INC.
    By:   /s/    Mark E. Pape        
      Mark E. Pape, Chief Financial Officer