Current Report Filing (8-k)
December 13 2017 - 6:05AM
Edgar (US Regulatory)
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)
December
6, 2017
____________________________
ICPW
Liquidation Corporation
(Exact
name of registrant as specified in charter)
Nevada
(State
or other Jurisdiction of Incorporation)
0-51365
(Commission
File Number)
|
|
98-0434104
(IRS Employer Identification No.)
|
|
1920
Hutton Court, Suite 300
Farmers
Branch, TX 75234
(Address
of Principal Executive Offices and zip code)
|
|
(972)
996-5664
(Registrant’s
telephone
number, including area code)
Ironclad
Performance Wear Corporation
(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
[
] 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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. [ ]
|
Item
7.01
|
Regulation
FD Disclosure.
|
On
December 6, 2017, the Registrant and ICPW Liquidation Corporation, a California corporation and its wholly-owned subsidiary (“ICPW
California” and together with the Registrant, the “Debtors”), each filed a monthly operating report with the
U. S. Bankruptcy Court, Central District of California, San Fernando Valley Division (the “Bankruptcy Court”) pursuant
to Rule 2015 promulgated under the U. S. Bankruptcy Code, for October 2017 (the “Monthly Operating Reports”). Copies
of the Monthly Operating Reports are furnished herewith as Exhibits 99.1 and 99.2.
Court
filings for the Debtors’ voluntary petitions under Chapter 11 of the U. S. Bankruptcy Code (the “Chapter 11 Cases”)
are available at https://www.pacer.gov.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
Exhibit
Number
Description
* Furnished
herewith.
Forward
Looking Statements.
In
accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Registrant notes that
certain statements set forth in this Current Report on Form 8-K provide other than historical information and are forward looking.
Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,”
“intend,” “plan,” “targets,” “likely,” “will,” “would,”
“could,” and similar expressions or phrases identify forward looking statements. The actual achievement of any forecasted
results, or the unfolding of future economic or business developments in a way anticipated or projected by the Registrant, involve
numerous risks and uncertainties that may cause the Registrant’s actual performance to be materially different from that
stated or implied in the forward-looking statement. Those risks and uncertainties, many of which are beyond the control of the
Registrant, include, without limitation, risks attendant to the bankruptcy process, including the effects thereof on the Registrant’s
business and on the interests of various constituents and the length of time that the Registrant might be required to operate
in bankruptcy; risks associated with third party motions in the Chapter 11 Cases; potential adverse effects on the Registrant’s
liquidity or results of operations; increased costs to execute a reorganization pursuant to the Chapter 11 Cases; effects on the
market price of the Registrant’s common stock and on the Registrant’s ability to access the capital markets; and the
resolution of legal proceedings. Readers should consider all of these risk factors as well as other information contained in this
Current Report on Form 8-K.
Cautionary
Statements
The
Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly
Operating Reports, which reports were not prepared for the purpose of providing the basis for an investment decision relating
to any of the securities of the Registrant. The Monthly Operating Reports are limited in scope, cover a limited time period, have
been prepared solely for the purpose of complying with the requirements applicable in the Chapter 11 Cases and are in a format
acceptable to the U.S. Trustee. The financial information contained in the Monthly Operating Reports was not audited or reviewed
by independent public accountants, does not contain all of the information and footnotes required by generally accepted accounting
principles in the United States, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment
and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Registrant’s
securities, the financial information contained in the Monthly Operating Reports is complete. The Monthly Operating Reports also
contain information for periods which are shorter or otherwise different from those required in the Registrant’s reports
pursuant to the Exchange Act, and such information might not be indicative of the Registrant’s financial condition or operating
results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the
Securities Exchange Act of 1934, as amended. Results set forth in the Monthly Operating Reports should not be viewed as indicative
of future results.
The
Registrant further cautions investors and potential investors that trading in shares of the Registrant’s common stock during
the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for shares of the Registrant’s
common stock may bear little or no relationship to the actual recovery, if any, by investors or potential investors in the reorganization.
Accordingly, the Registrant urges extreme caution with respect to existing and future investments in its common stock.
Generally,
in bankruptcy cases the debtors are required periodically to file various documents with, and provide certain information to,
the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports,
and other financial information. Such materials will be prepared according to the requirements of federal bankruptcy law. While
they would be expected to accurately provide then-current information required under federal bankruptcy law, such materials will
contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used
in the Registrant’s consolidated financial statements filed with the Securities and Exchange Commission under the federal
securities laws. Accordingly, the Registrant believes that the substance and format of such materials do not allow meaningful
comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court
are not prepared for the purpose of providing a basis for an investment decision relating to the Registrant’s securities
or for comparison with other financial information filed with the Securities and Exchange Commission.
SIGNATURE
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.
IRONCLAD
PEFORMANCE WEAR CORPORATION
Date: December
12, 2017
By:
/s/ Matthew
Pliskin
Matthew
Pliskin
Chief
Financial Officer & Secretary