ORYN / Oryon Technologies, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

ORYN / Oryon Technologies, Inc.

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ORYN FORM 8-K (Current Report/Significant Event)

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): March 10, 2015 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of in

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 v4015968k.htm FORM 8-K 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): February 9, 2015 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction

ORYN / Oryon Technologies, Inc. / EZY Flexi Light Pty Ltd. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ORYON TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68764G 107 (CUSIP Number) Derek Davis 16 Wind Mill Crossing Mackay, Queensland Australia 4740 +61 749 420666 (Name, Address and Telephone Number of Persons

JOINT FILING AGREEMENT

EX-99.1 2 v398542ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Oryon Technologies, Inc. and further agree that this Joint Fil

ORYON TECHNOLOGIES, INC. REGULATION S SUBSCRIPTION AND INVESTOR REPRESENTATION AGREEMENT ARTICLE I

EXHIBIT 2 ORYON TECHNOLOGIES, INC. REGULATION S SUBSCRIPTION AND INVESTOR REPRESENTATION AGREEMENT ARTICLE I 1.01. Subscription. The undersigned, intending to be legally bound, hereby irrevocably subscribes for 80,000,000 (eighty million) shares (the “Shares”) of common stock, $0.001 par value (the “Common Stock”), of Oryon Technologies, Inc., a Nevada corporation (the “Company”), at $0.017164 per

Bankruptcy or Receivership, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 11, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of

PATENT LICENSE AGREEMENT

Exhibit 10.6 PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (?this Agreement?) is made the 28th day of November, 2014 between ORYON TECHNOLOGIES, INC., ORYON TECHNOLOGIES, LLC, ORYON TECHNOLOGIES DEVELOPMENT, LLC, and ORYON TECHNOLOGIES LICENSING, LLC (collectively ?Oryon? or ?Licensor?), and MYANT CAPITAL PARTNERS INC. (the ?Licensee?) . RECITALS: A. Oryon/Licensor is the owner of all rig

ORYN FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File number: 001-34212 ORYON TECHNOLOGIES, INC. (Exact name of registrant a

ORYN / Oryon Technologies, Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM 12b –25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-34212 CUSIP NUMBER 68764G 107 Check One: ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K þ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

settlement agreement

EXHIBIT 2.3 settlement agreement The parties hereto agree on this 24th day of September, 2014, that the following matters set forth below (the “Matters”) and all other claims and controversies between them of any kind, are hereby settled in accordance with the following terms and conditions, subject only to such approval as may be required by, or reasonably requested in, the court presiding over t

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

EXHIBIT 2.2 Patricia B. Tomasco State Bar No. 01797600 Bruce J. Ruzinsky State Bar No. 17469425 Monica S. Blacker State Bar No. 00796534 Matthew Cavenaugh State Bar No. 24062656 Jennifer F. Wertz State Bar No. 24072822 Jackson Walker LLP 901 Main Street, Suite 6000 Dallas, Texas 75201 (214) 953-6000 – Main Telephone (214) 953-5822 – Main Facsimile Counsel for Debtors Vickie L. Driver State Bar No.

INTELLECTUAL PROPERTY SECURITY AGREEMENT

EXHIBIT 10.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (together with all amendments, if any, from time to time, this “Agreement”), dated as of November 7, 2014, is made by OryonTechnologies, LLC, (“Oryon”), a Texas limited liability company, and Oryon Technologies, Inc., (“Parent”), a Nevada corporation and their affiliates (including Oryon Technologie

SECURED PROMISSORY NOTE

EXHIBIT 10.1 SECURED PROMISSORY NOTE $1,100,000.00 November 7, 2014 For value received, the undersigned, Oryon Technologies, Inc. (“Oryon”), a Nevada corporation, and OryonTechnologies, LLC, a Texas limited liability company, (individually, a “Maker” and collectively, “Makers”), as co-makers, hereby jointly and severally promise to pay to the order of Myant Capital Partners, Inc. and Tony Chahine

ORDER CONFIRMING DEBTORs’ chapter 11 PLAN OF REORGANIZATION

EXHIBIT 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: § ORYON TECHNOLOGIES, INC. § CASE NO. 14-32293 ORYON TECHNOLOGIES, LLC § CASE NO. 14-32416 DEBTORS. § § EIN: 26-2626737; 57-1337314 § § 4251 KELLWAY CIRCLE ADDISON, TEXAS 75001 § § JOINTly administered under 14-32293 ORDER CONFIRMING DEBTORs’ chapter 11 PLAN OF REORGANIZATION Oryon Technolog

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

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): November 5, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of

ORYN 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File number: 001-34212 ORYON TECHNOLOGIES, INC. (Exact name of registrant as spe

ORYN FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File number: 001-34212 ORYON TECHNOLOGIES, INC. (Exact name of registrant as sp

Financial Statements and Exhibits, Bankruptcy or Receivership - 8-K

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): May 8, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of incor

EXHIBIT NO. 1

EXHIBIT NO. 1 Oryon Technologies, Inc. Announces Filing for Chapter 11 Reorganization Under U.S. Bankruptcy Code May 07, 2014 DALLAS, Oryon Technologies, Inc. (OTCQB : ORYN), an innovator of next-generation flexible lighting technology marketed as ELastoLite®, has filed a Petition for protection and reorganization under Chapter 11 of the United States Bankruptcy Code. The filing was made on Tuesda

Other Events - 8-K

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): May 7, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of incor

Other Events - 8-K

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): May 2, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction of incorporation) (Commission File

Unregistered Sales of Equity Securities - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 31, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of

Other Events - 8-K

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): February 20, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of

Other Events - FORM 8-K

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): February 6, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of

Oryon Technologies Announces Strategic Investment By EFL Tech For Global EL Business Expansion

Oryon Technologies Announces Strategic Investment By EFL Tech For Global EL Business Expansion - Combines extensive Electroluminescent (EL) patent portfolios under Oryon - Assigns worldwide EL licensing and manufacturing to Oryon - Provides operating capital and equipment for growth DALLAS, Jan.

FORM OF EXCHANGE AND RELEASE AGREEMENT

FORM OF EXCHANGE AND RELEASE AGREEMENT This Exchange and Release Agreement (this "Agreement"), dated as of January 21, 2014, by and among Oryon Technologies, Inc.

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer o

FORM OF REGISTRATION RIGHTS AGREEMENT – EXCHANGE SHARES

FORM OF REGISTRATION RIGHTS AGREEMENT – EXCHANGE SHARES This Registration Rights Agreement – Exchange Shares (this "Agreement"), dated as of January 21, 2014, by and among: Oryon Technologies, Inc.

BUSIneSS RELATIONSHIP AGREEMENT

BUSIneSS RELATIONSHIP AGREEMENT THIS BUSINESS RELATIONSHIP AGREEMENT (this “Agreement”) is made by and between EFL Holdings Tech B.

ORYN / Oryon Technologies, Inc. / EFL Tech BV - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ORYON TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68764G 107 (CUSIP Number) Karl Hartey 9-11 Salop Road Oswestry, Shropshire SY11 NRJ England +44 7860 384308 (Name, Address and Telephone Numb

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): January 21, 2014 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS Employer of

- POS AM

POS AM 1 d495829dposam.htm POS AM Table of Contents As filed with the Securities and Exchange Commission on March 7, 2013 Registration No. 333-183881 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

ORYN / Oryon Technologies, Inc. / Legacy Star Enterprise, Ltd. - ORIGINAL FILING ON SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Oryon Technologies, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68764G107 (CUSIP Number) Mark E. Pape 4251 Kellway Circle, Addison TX 75001 214-267-1321 (Name, Address and Telephone Number of Person Authorized to Re

- FORM S-1 AMENDMENT NO. 2

Table of Contents As filed with the Securities and Exchange Commission on October 11, 2012 Registration No.

NUMBER ORYON TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA COMMON STOCK SHARES This certifies that is the owner of specimen SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0,001 P

Form of Common Stock Certificate Exhibit 4.1 NUMBER ORYON TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA COMMON STOCK SHARES This certifies that is the owner of specimen SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0,001 PAR VALUE, OF ORYON TECHNOLOGIES, INC. (hereinafter called the “Corporation”), transferable on the books o

- FORM S-1 AMENDMENT NO. 1

Form S-1 Amendment No. 1 Table of Contents As filed with the Securities and Exchange Commission on October 4, 2012 Registration No. 333-183881 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 3640 26-262673

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K 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): September 25, 2012 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction (Commission (IRS E

Registration Statement - FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on September 13, 2012 Registration No.

EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into effective as of September 6, 2012 (the “Effective Date”), by and between Oryon Technologies, Inc., a Nevada corporation (the “Company”), and Thomas P. Schaeffer (the “Executive”). W I T N E S S E T H: WHEREAS, the Executive has served as President and Chief Executive Officer of a subsidi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 6, 2012 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction of incorporation) (Commissio

Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities - FORM 8-K

Form 8-K 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): August 31, 2012 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction of incorporation) (Co

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on August 24, 2012 Registration No.

ORYON TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN

EX-4.1 Exhibit 4.1 ORYON TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this Oryon Technologies, Inc. 2012 Equity Incentive Plan (the “Plan”) is to assist Oryon Technologies, Inc., a Nevada corporation (the “Company”), in attracting, retaining, and rewarding high-quality executives, employees, and other persons who provide services to the Company and/or its Affiliates and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FORM 8-K 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): July 9, 2012 ORYON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Nevada 001-34212 26-2626737 (State or other jurisdiction of incorporation) (Commi

LETTER

July 6, 2012 Via E-mail Thomas Patrick Schaeffer Chief Executive Officer Oryon Technologies, Inc.

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SEC Comment Response Letter ORYON TECHNOLOGIES, INC. 4251 KELLWAY CIRCLE ADDISON, TEXAS 75001 June 28, 2012 VIA FEDERAL EXPRESS AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549-3561 Attn: Larry Spirgel, Assistant Director Re: Oryon Technologies, Inc. (the “Company”) Current Report on Form 8-K, as amended Filed May 7, 2012 File No. 001-34212 Ladi

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

8-K/A 1 d373418d8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2012 Date of Report (Date of earliest event reported) Oryon Technologies, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-34212 26-2626737 (State or Oth

LETTER

June 19, 2012 Via E-mail Thomas Patrick Schaeffer Chief Executive Officer Oryon Technologies, Inc.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets - FORM 8K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2012 Date of Report (Date of earliest event reported) Oryon Technologies, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-34212 26-2626737 (State or Other Jurisdiction of Incorporation) (

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Oryon Technologies, Inc. 4251 Kellway Circle Addison, Texas 75001 June 8, 2012 VIA FEDERAL EXPRESS AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549-3561 Attn: Larry Spirgel, Assistant Director Re: Oryon Technologies, Inc. (the “Company”) Current Report on Form 8-K, as amended Filed May 7, 2012 File No. 001-34212 Ladies & Gentlemen: We enclose fo

LETTER

May 29, 2012 Via E-mail Thomas Patrick Schaeffer Chief Executive Officer Oryon Technologies, Inc.

ORYONTECHNOLOGIES, LLC AND SUBSIDIARIES Consolidated Financial Statements ORYONTECHNOLOGIES, LLC AND SUBSIDIARIES Table of Contents Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Operations 2 Consolidated Statements of

Exhibit 99.3 ORYONTECHNOLOGIES, LLC AND SUBSIDIARIES Consolidated Financial Statements ORYONTECHNOLOGIES, LLC AND SUBSIDIARIES Table of Contents Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Operations 2 Consolidated Statements of Changes in Members’ Equity (Deficit) 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5-22 ORYONTECHN

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 4, 2012 Date of Report (Date of earliest event reported) Oryon Technologies, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-34212 26-2626737 (State or Other Jurisdiction of Incor

AMENDED AND RESTATED BYLAWS ORYON HOLDINGS, INC. a Nevada corporation (the “Corporation”) Adopted as of May 4, 2012

AMENDED AND RESTATED BYLAWS of ORYON HOLDINGS, INC. a Nevada corporation (the “Corporation”) Adopted as of May 4, 2012 1 ORYON HOLDINGS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I. OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Nevada shall be located at either (a) the principal place of business of the Corporation in the State of Nevada or (b)

$________________ ________________, 2010 ORYONTECHNOLOGIES, LLC SERIES C-2 CONVERTIBLE NOTE

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

RESIGNATION AND RELEASE

RESIGNATION AND RELEASE To: The Board of Directors of Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.) Reference is made to that certain Agreement and Plan of Merger dated March 9, 2012 (the “Merger Agreement”), by and among Oryon Holdings, Inc. (f/k/a Eaglecrest Resources, Inc.), a Nevada corporation (“Parent”), Oryon Merger Sub, LLC, a Texas limited liability company and wholly-owned subs

ORYON TECHNOLOGIES, LLC AND SUBSIDIARIES Table of Contents

ORYON TECHNOLOGIES, LLC AND SUBSIDIARIES Table of Contents Report of Independent Registered Public Accounting Firm 1 Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Members’ Equity (Deficit) 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7-24 1 Montgomery Coscia Greilich LLP Certified Public Accountants 2500 Dallas Parkway, Suite 300 Plano, Texas 75093 972.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets - FORM 8-K

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 May 4, 2012 Date of Report (Date of earliest event reported) Oryon Technologies, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-34212 26-2626737 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ORYN / Oryon Technologies, Inc. / Oryon Capital LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Oryon Technologies, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68764G107 (CUSIP Number) Mark E. Pape 4251 Kellway Circle, Addison TX 75001 214-267-1321 (Name, Address and Telephone Number of Person Authorized to Re

Montgomery Coscia Greilich LLP Certified Public Accountants 2500 Dallas Parkway, Suite 300 Plano, Texas 75093 972.748.0300 p 972.748.0700 f

Montgomery Coscia Greilich LLP Certified Public Accountants 2500 Dallas Parkway, Suite 300 Plano, Texas 75093 972.

PRO FORMA COMBINED BALANCE SHEET

Exhibit 99.2 PRO FORMA COMBINED BALANCE SHEET On May 4, 2012, Oryon Holdings, Inc. (the “Company”) (formerly Eaglecrest Resources, Inc.), a public reporting company without any business or operating activities, issued 16,502,121 unregistered shares of common stock in exchange for 100% equity interest in OryonTechnologies, LLC (“Oryon”), merging Oryon with Oryon Merger Sub LLC, the Company’s existi

$________________ ________________, 2010 ORYONTECHNOLOGIES, LLC SERIES C-3 CONVERTIBLE NOTE

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

$________________ ________________, 2010 ORYONTECHNOLOGIES, LLC SERIES C-1 CONVERTIBLE NOTE

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

ORYN / Oryon Technologies, Inc. / Schaeffer Thomas Patrick - SCHEDULE 13D Activist Investment

SC 13D 1 d348686dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Oryon Technologies, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68764G107 (CUSIP Number) Mark Pape 4251 Kellway Circle, Addison TX 75001 214-267-1321 (Name, Address and Teleph

ORYN / Oryon Technologies, Inc. / MRM Acquisitions LLC - SCHEDULE 13D Activist Investment

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PROPOSED FINANCING OF ORYON HOLDINGS, INC. By reading the information contained within this document, the recipient agrees with Oryon Holdings, Inc. (the “Company”) to maintain in confidence such information, together with any other non-public information regarding the Company obtained from the Company or its agents during the course of the proposed financing. The Company has caused these material

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EX-16.1 10 ex161.htm LETTER OF MADSEN & ASSOCIATES CPA?S INC May 2, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Oryon Holdings, Inc. We have read the statements that we understand Oryon Holdings, Inc. will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our fi

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EX-21.0

EX-21.0 12 ex21.htm LIST OF SUBSIDIARIES

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- NT 10-K

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EX-3.1

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- FORM DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: £ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

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Financial Statements and Exhibits, Other Events - FORM 8-K

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 February 24, 2012 Date of Report (Date of earliest event reported) Oryon Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-34212 26-2626737 (State or Other Jurisdiction of Incorporation) (Commission File Nu

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.