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 16, 2015

PERSEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32526	75-1590407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2188 West 2200 South

Salt Lake City, Utah 84119

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  (801) 972-5555

N/A

(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:

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 2.02 Results of Operations and Financial Condition.

On July 16, 2015, Perseon Corporation issued a press release announcing its financial results for the second quarter ended June 30, 2015. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information in this Current Report, including the furnished exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated July 16, 2015

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.

	PERSEON CORPORATION
Date: July 16, 2015	By:	/s/William S. Barth
		William S. Barth
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Perseon Announces Fiscal Year 2015 Second Quarter Results;

MicroThermX® Revenue Grows 117% Year-over-Year

§ Q2 2015 Revenues Driven Solely by the Company’s MicroThermX® Business  

§ MicroThermX Revenues More than Doubled Year-over-Year  

§ Reiterates Revenue Guidance of $3.5 Million to $5.0 Million for FY 2015

Salt Lake City – July 16, 2015 – Perseon Corporation (NASDAQ:PRSN) (Perseon or the Company), a leading provider of medical systems that utilize energy to treat cancer, today announced financial results for the second quarter ended June 30, 20151.

Second Quarter Highlights and Commentary

· Executing three-year strategic plan focused on the disruptive high growth energy ablation market  

· MicroThermX®  sales increased 117% year-over-year  

· Gross margins improved to 66% from 41% a year ago, reflecting sole focus on higher margin MicroThermX business  

· Perseon expects total MicroThermX revenues to range between $3.5 million to $5.0 million in fiscal year 2015, up 67% to 138% over 2014

Financial Results1

For the second quarter ended June 30, 2015, total revenues of $952,433 were solely derived from the Company’s MicroThermX product line. These results represent a 117% increase of MicroThermX sales for the same quarter of a year ago when MicroThermX sales totaled $438,167.  For the three months ended June 30, 2014, the Company reported total revenues of $1,204,656, which included $766,489 in hyperthermia sales. This represents a 21% decrease of total revenue year-over-year. Current period results do not include any revenue from the hyperthermia product line, which the Company sold on April 1, 2015.

For the three months ended June 30, 2015, total gross margin was $626,727, or approximately 66% of total revenues, compared to $493,642, or approximately 41% of total revenues for the three months ended June 30, 2014.The increase in gross margin and gross margin percentage during Q2 2015 when compared to Q2 2014 was primarily the result of the discontinuance of hyperthermia sales effective April 1, 2015. The higher gross margins recognized in Q2 2015 is expected to continue as MicroThermX sales volumes increase.

Research and development expenses were $567,930 for the second quarter of fiscal year 2015, compared to $614,395 for the comparable period last year. Selling, general and administrative expenses for the second quarter of fiscal year 2015 were $2,889,795, an increase of $862,662 from $2,027,133 for the comparable period last year. Approximately $375,000 of the increase resulted from non-recurring expenses related to corporate restructuring, rebranding efforts, professional fees incurred in pursuit of merger and acquisition opportunities, and legal expenses associated with shareholder litigation. Excluding non-recurring expenses, the Company has increased its spending as we execute on critical strategic initiatives including, but not limited to, clinical studies, new sales and marketing programs and business development efforts reflecting a higher level of activity to increase global sales of MicroThermX products.

For the second quarter of fiscal year 2015, the Company reported a net loss of $2,863,534 or $0.72 per share, compared to a net loss of $2,149,290 or $0.63 per share, for the comparable period last year.  The increase in the net loss is primarily attributable to the increase in selling, general and administrative expenses which included the $375,000 of non-recurring expenses and increased spending for critical strategic initiatives as explained above.

As of June 30, 2015, Perseon had cash and cash equivalents of $865,516, total current assets of $2,933,465 and no long-term debt.  On April 23, 2015 we filed a registration statement on Form S-1 with the SEC, as amended on May 13, 2015, to raise additional capital. No assurance can be given that such offering will be consummated, or if consummated, will raise the maximum amount contemplated thereunder.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor will there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

1Financial results for the three months ended June, 2015 include results associated with Perseon’s former hyperthermia cancer treatment product offering.  On April 1, 2015, Perseon sold the assets associated with its hyperthermia cancer treatment systems including certain contracts, inventory, intellectual property and permits, pursuant to an Asset Purchase Agreement with Pyrexar Medical, Inc., a Nevada corporation.

Conference Call and Webcast

Perseon management will host a conference call with a live webcast on Thursday, August 13, 2015, at 11:00 a.m. Eastern Time/9:00 a.m. Mountain Time to provide a business update and outlook for fiscal year 2015.

Individuals interested in listening to the conference call may do so by visiting the Investor Relations section of the Company's website at www.perseonmedical.comor by dialing 800.860.2442 from the United States, or 412.858.4600 from outside the United States, and referencing “Perseon Corporation.”  If you would like to submit a question via email in advance of the conference call, please email tross@finprofiles.com

A telephone replay will be available through August 20, 2015, by dialing 877.344.7529 from the United States, or 412.317.0088 from outside the United States, and entering conference ID 10069125. A webcast replay will be available for 90 days.

About Perseon

Perseon Corporation invests its resources in fighting humanity’s worst disease: cancer. Perseon’s people are dedicated to finding innovative technologies and means to deliver energy solutions to healthcare providers and patients around the world. MicroThermX® treats soft tissue tumors with precision-focused energy, expanding the options and broadening the opportunities for cancer treatment.

Forward-Looking Statements

Statements contained in this press release that are not historical facts, including statements relating to our focus on microwave ablation to create stockholder value and pursuit of our strategic plans are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties, including the risk that for a variety of reasons we may not be able to execute on our strategic plans, and other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date, except as required by law.

Contact

Tricia Ross

Financial Profiles

310-622-8226

tross@finprofiles.com

PERSEON CORPORATION
(Formerly BSD Medical Corporation)
Condensed Balance Sheets
(Unaudited)
ASSETS	June 30, 2015			December 31, 2014
Current assets:
Cash and cash equivalents	$	865,516		$	5,594,578
Accounts receivable, net of allowance for doubtful accounts of $66,480 and $140,000, respectively		643,733			275,072
Related party trade accounts receivable		-			13,471
Inventories, net		1,079,765			1,775,648
Other current assets		344,451			86,583
Total current assets		2,933,465			7,745,352
Property and equipment, net		1,254,287			1,140,871
	$	4,187,752		$	8,886,223
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	874,678		$	598,466
Accrued liabilities		690,456			1,105,152
Notes payable, net of discount		820,924			-
Customer deposits		19,777			41,667
Deferred revenue		-			54,218
Total current liabilities		2,405,835			1,799,503
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.001 par value, 80,000,000 shares authorized, 4,018,756 and 3,971,366 shares issued, respectively		4,019			3,971
Additional paid-in capital		64,053,412			63,623,143
Treasury stock, 2,433 shares at cost		(234	)		(234	)
Accumulated deficit		(62,275,280	)		(56,540,160	)
Total stockholders’ equity		1,781,917			7,086,720
	$	4,187,752		$	8,886,223

PERSEON CORPORATION
(Formerly BSD Medical Corporation)
Condensed Statements of Comprehensive Loss
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenues:
Sales	$	880,433		$	723,708		$	1,944,527		$	2,166,850
Sales to related parties		-			368,548			11,232			381,040
Equipment rental		72,000			112,400			153,300			192,300
Total revenues		952,433			1,204,656			2,109,059			2,740,190
Cost of revenues:
Cost of sales		325,706			430,256			1,113,811			1,277,903
Cost of related party sales		-			277,811			6,668			285,775
Cost of equipment rental		-			2,947			1,965			5,894
Total cost of revenues		325,706			711,014			1,122,444			1,569,572
Gross margin		626,727			493,642			986,615			1,170,618
Operating costs and expenses:
Research and development		567,930			614,395			1,064,565			1,135,659
Selling, general and administrative		2,889,795			2,027,133			5,611,659			3,742,414
Total operating costs and expenses		3,457,725			2,641,528			6,676,224			4,878,073
Loss from operations		(2,830,998	)		(2,147,886	)		(5,689,609	)		(3,707,455	)
Other income (expense):
Interest income (expense), net		(24,636	)		2,844			(28,492	)		7,718
Other expense, net		(7,900	)		(4,248	)		(17,020	)		(6,947	)
Total other income (expense)		(32,536	)		(1,404	)		(45,512	)		771
Loss before income taxes		(2,863,534	)		(2,149,290	)		(5,735,121	)		(3,706,684	)
Income tax benefit		-			-			-			-
Net loss and comprehensive loss	$	(2,863,534	)	$	(2,149,290	)	$	(5,735,121	)	$	(3,706,684	)
Net loss per common share:
Basic	$	(0.72	)	$	(0.63	)	$	(1.44	)	$	(1.09	)
Diluted	$	(0.72	)	$	(0.63	)	$	(1.44	)	$	(1.09	)
Weighted average number of shares outstanding:
Basic		3,997,000			3,419,000			3,983,000			3,405,000
Diluted		3,997,000			3,419,000			3,983,000			3,405,000

PERSEON CORPORATION

(Formerly BSD Medical Corporation)

Condensed Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(5,735,121	)	$	(3,706,684	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		54,049			63,804
Stock issued for services		165,864			180,000
Stock-based compensation		264,453			420,676
(Gain) loss on disposition of property and equipment		2,590			(30	)
Amortization of debt discount		8,837			-
Decrease (increase) in:
Receivables		(355,190	)		463,482
Inventories		695,883			244,702
Other current assets		(257,869	)		(35,744	)
Increase (decrease) in:
Accounts payable		276,212			336,748
Accrued liabilities		(414,694	)		25,677
Customer deposits		(21,890	)		(305,639	)
Deferred revenue		(54,218	)		(299,452	)
Net cash used in operating activities		(5,371,094	)		(2,612,460	)
Cash flows from investing activities:
Proceeds from disposition of property and equipment		-			2,025
Purchase of property and equipment		(170,055	)		(49,763	)
Net cash used in investing activities		(170,055	)		(47,738	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			50,067
Payment of stock offering costs		-			(127,548	)
Proceeds from notes payable, net		844,581			82,465
Payments on notes payable		(32,494	)		(32,768	)
Net cash provided by (used in) financing activities		812,087			(27,784	)
Net decrease in cash and cash equivalents		(4,729,062	)		(2,687,982	)
Cash and cash equivalents, beginning of period		5,594,578			7,423,091
Cash and cash equivalents, end of period	$	865,516		$	4,735,109