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): January 15, 2019

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	001-07939	11-2160665
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

135 Fell Court, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (631) 952-2288

(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):

[  ]	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. [  ]

Section 8 – Other Events

Item 8.01 Other Events.

On January 15, 2019, Vicon Industries, Inc. (the “Company”) issued a press release announcing that it intends to file with the Securities and Exchange Commission (“SEC”) on January 22, 2019, a Form 15 terminating the registration of the Company’s common stock, par value $0.001 per share (the “Common Stock”), thereby suspending its obligations to file periodic and current reports and other filings with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q for fiscal years beginning after September 30, 2018.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued on January 15, 2019.

SIGNATURES

Pursuant to the requirement 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.

	VICON INDUSTRIES, INC.
Date: January 22, 2019	By:	/s/ Saagar Govil
	Name:	Saagar Govil
	Title:	Chairman and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Vicon Industries, Inc. Announces Plans to Deregister Common Stock with SEC

Hauppauge, New York, January 15, 2019 – Vicon Industries, Inc. (the “Company”), a publicly-traded producer of video management systems and components (OTCQB: VCON) headquartered in Hauppauge, New York, announced today that it intends to file with the Securities and Exchange Commission (“SEC”) on January 22, 2019 a Form 15 terminating the registration of its common stock, par value $0.001 per share (the “Common Stock”), thereby suspending its obligations to file periodic and current reports and other filings with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q for fiscal years beginning after September 30, 2018. The deregistration of the Common Stock is expected to result in significant cost savings to the Company in the near term from the elimination of SEC reporting requirements. Also, the deregistration of the Common Stock will allow the Company to avoid the substantial additional costs associated with the compliance and auditing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to focus its resources on increasing long-term growth.

Vicon Industries Board of Directors made this decision after thorough analysis and discussion because the cost of being an SEC reporting company far exceed the associated benefits afforded to company the size of Vicon Industries. The small number of our stockholders of record allows the Company to deregister the Common Stock and cease being an SEC reporting company and therefore eliminate SEC reporting compliance costs

The Board determined that the time and resources previously expended on SEC regulatory compliance and review - which is extremely burdensome for the Company will now be better deployed in working to expand its current business, and, ultimately, grow long-term stockholders’ equity.

About Vicon

Vicon Industries, Inc. (OTCQB: VCON) is a global producer of video management systems and system components for use in security, surveillance, safety and communication applications by a broad range of end users. Vicon’s product line consists of various elements of a video system, including video management software, recorders and storage devices and capture devices (cameras). More information about Vicon Industries, its products and services is available at www.vicon-security.com.

Special Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s future business strategies. These forward-looking statements are based on management’s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. These risks and uncertainties include, but are not limited to: the Company’s history of losses and negative cash flows; the Company’s need for additional financing; and other factors discussed under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018. All information in this press release is as of the date of the release and we undertake no duty to update this information unless required by law.

Contact:

Vicon Investor Relations

Cindy Schneider

Tel: (631) 650-6201

Email: IR@vicon-security.com