Current Report Filing (8-k)

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): May 19, 2014

Sionix Corporation

(Exact name of registrant as specified in its charter)

Nevada		002-95626-D		87-0428526
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2010 North Loop Freeway W Suite 110 Houston, Texas		77018
(Address of principal executive offices)		(Zip Code)

(713) 682-6500

(Registrant’s telephone number, including area code)

(Former name 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:

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

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

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))

Item 8.01 Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)

Sionix Corporation (“SIONIX”) and BR Investments, LLC (“BRI”) an affiliate of The Prime Group, Inc. (“Prime”) have signed a nonbinding Letter of Intent to form a Joint Venture (“JV”) to construct and operate a brine and water reclamation operation in the Bakken Shale area of Montana.

The Letter of Intent provides for the Joint Venture operations to be built on an existing industrial facility located in Culbertson, Montana. BRI and Prime (“Partners”) will acquire the facility which includes heated tankage, buildings, road and rail access, piping, water wells, and other industrial infrastructure. The JV will be a 50-50 business partnership between Sionix and BRI. Sionix will contribute a technology license and will provide operating and technical management for the JV business. BRI will provide project financing and overall site development and management.

When completed, the project will be the first, large scale, commercial application of Sionix technology to treat production and flowback water from drilling and fracking operations. Prime has substantial experience as a developer of more than $10 Billion of commercial and residential properties and BRI has extensive experience in project finance and development, international engineering and construction, contract negotiations and project and business management.

Sionix and Partners are proceeding on final project design, marketing and equipment specification, and will endeavor to reach a definitive agreement and close on the site acquisition. As is customary, our partners, BR Investments, are performing due diligence on the property over the next 2-3 weeks prior to closing.

The Letter of Intent is nonbinding and is subject to numerous terms and conditions that may or may not be satisfied, including, but not limited to negotiation of definitive documentation for the Joint Venture. Therefore, there can be no assurance that the definitive joint venture will actually be accomplished.

A copy of the press release regarding the Joint Venture is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as exhibits to this Current Report on Form 8-K:

Exhibit 99.1

Press Release issued by Sionix Corporation dated June 2, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIONIX CORPORATION

Dated: June 2, 2014	By:	/s/
		Name: Joseph W. Autem
		Chief Financial Officer

Exhibit 99.1

SIONIX CORPORATION ANNOUNCES SIGNING LETTER OF INTENT FOR FORMATION OF JOINT VENTURE TO CONSTRUCT AND OPERATE BRINE AND WATER RECLAMATION FACILITY IN MONTANA

HOUSTON, TX – (Marketwired – June 2, 2014) - Sionix Corporation (OTCQB:SINX) reported today that it has signed a Letter of Intent to form a 50-50 Joint Venture with BR Investments, LLC, an affiliate of The Prime Group, Inc. The Letter of Intent provides for the Joint Venture to build and operate a facility to treat, reclaim and market production and flowback water from crude oil production and fracking operations in the Bakken Shale.

The plant will be located in Culbertson, Montana on an existing 45 acre industrial facility that includes heated tankage, buildings, highway and rail access, piping, water wells and other infrastructure. BRI and Prime will acquire the total site and provide project financing to the JV. Sionix will contribute a technology license and provide operating and technical management of the business.

Henry Sullivan, Sionix Chief Executive Officer, stated, “This project, when completed, will be the first large scale commercial application of Sionix technology to treat production and flowback water from drilling, fracking and production operations. It is based on many years of research, development, lab and field testing by the Company.”

“We are very encouraged to be working with a partner with the vision and strength of BRI/Prime. Their experience in property development, engineering and construction, project financing and management is a key element of our team strategy”, Sullivan added.

John Breugelmans, a principal of BRI, remarked, “We are pleased to be working with Sionix to participate in the growing and strategically important oil industry development in the Bakken and elsewhere. We feel that the Sionix technology and our proposed operation in Culbertson will contribute to improving fracking economics while preserving precious fresh water resources by reclaiming oil field brines to a quality that permits reuse rather than one time use of fresh water followed by permanent disposal of flowback and produced water into deep saltwater disposal wells.”

About Prime Group, Inc. Prime has successfully developed nearly $11 Billion of commercial and residential real estate across all product types. The Company was founded in 1982 and has become one of the preeminent development companies in the country.

About Sionix Corporation Sionix designs, constructs and operates innovative water treatment systems based on a range of technologies, including its proprietary and patented Dissolved Air Flotation System. The Company has previously conducted extensive R & D, lab and field testing of treatment of fracking and production waters generated in oil and gas operations. Sionix believes that its water treatment systems are also applicable to manufacturing, agriculture, food processing, municipal and industrial water processes.

Forward-Looking Statements All statements in this press release that are not statements of historical fact are forward-looking statements, including any projections of earnings, revenue, or other financial items, any statements of the plans, strategies, and objectives of management for future operations, any statements concerning proposed new products, services or developments, any statements regarding future economic conditions or performance, statements of belief and any statements of assumptions underlying any of the foregoing. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties include, but are not limited to, whether Sionix Corporation can raise capital as and when it needs to, whether the water purification systems will generate significant sales, whether it can compete successfully in its market and industry, and other factors beyond the control of Sionix Corporation, including those detailed from time to time in the reports filed with the Securities and Exchange Commission. Sionix Corporation assumes no obligation and does not intend to update these forward-looking statements.

Company Contact:

Dr. Henry W. Sullivan

Chief Executive Officer

hsullivan@sionix.com

Phone (713) 682 - 6500

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