8-K

UNITED STATESSECURITIES 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 2, 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.)

460 West 50 North, Suite 100Salt Lake City, Utah 84101 (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:

☐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))

Item 7.01  Regulation FD Disclosure.

As announced previously, on December 2, 2015, Perseon Corporation (the "Company") held a conference call with Galil Medical Inc. ("Galil") regarding the commenced tender offer by and proposed merger with Galil. A telephone replay will be available through December 16, 2015, by dialing 877-344-7529 from the United States, or 412-317-0088 from outside the United States, and entering conference ID 10076824. A webcast replay will be available for 90 days. A transcript of the call is furnished herewith as Exhibit 99.2 and is incorporated by reference into this Item 7.01.

Item 8.01  Other Events.

On December 2, 2015, Galil issued a press release regarding the extension of its tender offer for the common stock and publicly traded warrants of Perseon Corporation. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release Dated December 2, 2015
99.2	Transcript of Conference Call Held December 2, 2015

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SIGNATURES

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:  December 2, 2015

By:  /s/ Clinton E. Carnell Jr.

Name:  Clinton E. Carnell Jr.

Title:    Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release Dated December 2, 2015
99.2	Transcript of Conference Call Held December 2, 2015

EX-99.1

Exhibit 99.1

Galil Medical Extends Tender Offer Period to Acquire Perseon Corporation

Arden Hills, MN, and Salt Lake City, UT– December 2, 2015 – Galil Medical Ltd. ('Galil"), a global leader in delivering innovative cryotherapy ablation solutions, today announced Galil's indirect wholly owned subsidiary Galil Merger Sub, Inc. has extended its previously announced tender offer to purchase (i) all of the outstanding publicly traded shares of Perseon Corporation (NASDAQ: PRSN; PRSNW) common stock for $1.00 per share in cash, and (ii) all of the outstanding publicly traded warrants to purchase Perseon common stock for $0.02 per warrant (the "Offer").  The Offer will now expire immediately after 11:59 p.m., Eastern Time, on December 21, 2015, unless it is further extended.  All other terms and conditions of the Offer remain unchanged.

On November 5, 2015, Galil Merger Sub, Inc. commenced the Offer pursuant to the Agreement and Plan of Merger dated as of October 26, 2015 by and among Perseon Corporation, Galil Medical Inc. and Galil Merger Sub, Inc. The Offer is being extended to allow additional time for the satisfaction of the Financing Condition, as defined in the Offer to Purchase, dated November 5, 2015.  The completion of the Offer remains subject to certain other customary terms and conditions set forth in the Offer to Purchase and other related materials by which the Offer is being made.

Wells Fargo Bank, N.A., the Depositary for the Offer, has advised Galil that as of the close of business, Eastern Time, on December 1, 2015, approximately 576,000 shares of common stock of Perseon have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 5.9% of Perseon's common stock.  In addition, as of the close of business, Eastern Time, on December 1, 2015, no publicly traded warrants of Perseon have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 0.0% of Perseon's publicly traded warrants.  Shareholders and warrant holders who have already tendered their shares of common stock and warrants of Perseon do not have to re-tender their shares or take any other action as a result of the extension of the Offer.

About Galil Medical

Galil is a global leader in delivering innovative cryotherapy ablation solutions.  Galil's products are utilized by interventional radiologists and surgeons to ablate cancerous and non-cancerous tumors affecting the kidney, bone, lung, liver, and prostate. At the prestigious CIRSE conference recently held in Lisbon, Portugal, the clinical experience with cryotherapy was discussed in over 30 scientific presentations. Galil has facilities located in Arden Hills, Minnesota and Yokneam, Israel. Shareholders include Thomas, McNerney & Partners, The Vertical Group, and Investor Growth Capital.

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.

Additional Information

This communication is not an offer to purchase or a solicitation of an offer to sell the shares of common stock or warrants to purchase common stock of Perseon. Galil has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the "SEC") and Perseon has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC.  The solicitation and the offer to purchase Perseon common stock and warrants to purchase Perseon common stock will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as part of the Schedule TO that Galil filed with the SEC.

PERSEON'S STOCKHOLDERS AND WARRANTHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC's web site at www.sec.gov or by contacting Perseon by mail at 460 West 50 North, Suite 100, Salt Lake City, UT 84101, by telephone at (801) 972-5555 or the investor relations portion of Perseon's website at www.perseonmedical.com.

Forward-Looking Statements

Statements contained in this press release that are not historical facts, including statements relating to the timing of and satisfaction of conditions of the merger, 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 consummate the merger or execute on our strategic plans, the risk that the Perseon stockholders and warrant holders won't tender, the risk that adequate financing to complete the tender offer and merger will not be obtained, and other risks and uncertainties detailed in Perseon's Quarterly Report on Form 10-Q for the period ended September 30, 2015, its Transition Report on Form 10-K for the period ended December 31, 2014 and Perseon's other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date, except as required by law.

Contact

For Galil Medical

Martin J. Emerson

President and CEO

Galil Medical

+1 651 287 5050

Marty.emerson@galilmedical.com

Scott P. Youngstrom

Vice President, Chief Financial Officer

Galil Medical

+1 651 287 5052

Scott.youngstrom@galilmedical.com

For Perseon

Tricia Ross

Financial Profiles

310-622-8226

tross@finprofiles.com

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EX-99.2

Exhibit 99.2

Galil Medical/Perseon Corporation Tender Offer Update

Conference Call

Operator

Good morning and thank you for joining us today to discuss an update to Galil Medical's tender offer for the shares of common stock and publicly traded warrants of Perseon Corporation, followed by a merger of Galil and Perseon under Delaware law.  (Operator instructions.)  Please note this call is being recorded.  I would now like to turn the call over to Tricia Ross of Financial Profiles.

Tricia Ross, Investor Relations

Thank you, operator. With me today are Marty Emerson, President and CEO of Galil Medical and Clint Carnell, President and CEO of Perseon Corporation.

Before we get started, I want to provide contact information for any questions or requests for assistance regarding the tender offer.  Please contact Morrow & Co., the information agent for the offer, at 855-264-1296 or perseon.info@morrow.com.

We encourage our shareholders and warrantholders to read the Tender Offer Statement on Schedule TO filed by Galil with the SEC, and the Solicitation/Recommendation Statement on Schedule 14d-9 filed by Perseon with the SEC, both on November 5, 2015.  The Schedule TO and Schedule 14d-9 are both available for free at the SEC's website at www.sec.gov.

Galil Medical/Perseon Corporation Tender Offer Update

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I would also like to remind you that comments made during this conference call that are not based on historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Certain matters discussed today, including the timing of and satisfaction of conditions of the tender offer and the merger, whether any of the anticipated benefits of the merger will be realized, future revenues, future competitive positioning and business synergies, future market demand, future benefits to stockholders, and Perseon's future financial position are forward-looking statements that are subject to risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including the risk factors found in our Quarterly Report on Form 10-Q for the period ended September 30, 2015, our Transition Report on Form 10-K for the period ended December 31, 2014 and our other filings with the SEC. These forward-looking statements speak only as of the date on which 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.

I will now turn the call over to Marty Emerson, President and CEO, Galil Medical. Marty?

Marty Emerson, President and CEO, Galil Medical

Thank you, Tricia and good morning everyone.  The purpose of today's call is to provide you with a brief update on the tender offer, and discuss Perseon's current financial position.

Galil Medical/Perseon Corporation Tender Offer Update

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As most of you know by now, Galil Medical is a global leader in delivering innovative cryotherapy ablation solutions to treat both cancerous and non-cancerous tumors.  On October 27th, we announced a definitive agreement to acquire Perseon Corporation, a leading provider of microwave ablation solutions to treat cancer.

We are extremely excited about this acquisition, which we believe will propel us to a market leadership position in minimally invasive ablation treatment of cancerous and non-cancerous tumors.  We believe our combined offering will deliver a more powerful tool kit, of both cold and heat ablation solutions, which will benefit our growing base of interventional oncologists.  We see a wide variety of applications for our solutions in treating both cancerous and non-cancerous tumors and a tremendous opportunity to scale sales of both solutions.

As we announced on October 27^th, under the terms of the agreement, Galil Medical will pay Perseon shareholders $1.00 per share of common stock in cash, plus $0.02 per publicly traded warrant, for a total transaction value of approximately $10.6 million dollars.  The transaction has been approved by the boards of directors of both companies.

As you know, the completion of this deal is subject to a financing condition.  Earlier today, we announced that we are extending the tender offer for an additional 10 business days to December 21^st to provide additional time to facilitate due diligence efforts of potential investors for the financing needed to complete the deal as negotiated with Perseon's Board.

Galil Medical/Perseon Corporation Tender Offer Update

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We are very excited about the combination of our two companies to create a leadership position in minimally invasive ablation treatment of tumors and we look forward to satisfying the financing condition needed to move forward with the tender offer and acquisition.

Now, I'd like to introduce Clint Carnell, President and CEO of Perseon.  Clint?

Clint Carnell, President and CEO, Perseon

Thank you, Marty.  We are delighted at the prospect of joining Galil Medical.  We view Galil as the ideal partner to enable Perseon to achieve scale by increasing sales of our microwave ablation solution. Our companies are closely aligned in our commitment to investing in robust product development pipelines and clinical research to expand the current market for ablation procedures and stay at the forefront of ablation technology.

I want to provide an update on Perseon's financial condition and emphasize that without this tender offer and merger, it will be very difficult for Perseon to operate at all as a stand-alone entity.  As of November 30, 2015, we had $1,297,063  in cash and cash equivalents and we expect these resources to support our operations only for the next two months. If this transaction is not completed, we will not have sufficient liquidity to sustain operations and the most likely outcome would be a bankruptcy filing.  In such a scenario, Perseon's shareholders and warrantholders would likely receive no value for their ownership position.

Galil Medical/Perseon Corporation Tender Offer Update

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Aside from the tender offer from Galil, there are currently no other viable financing options or transaction opportunities available to us.  The  transaction with Galil provides the best opportunity for Perseon to continue operations and pursue our mission to fight cancer, humanity's worst disease, and Perseon's board has determined that such transaction is in the best interest of Perseon and its shareholders.

We urge all holders of Perseon shares and publicly traded warrants to accept the tender offer, realize cash value for your investment, and enable our important work to continue.

Thank you.

Tricia Ross, Investor Relations

This concludes today's conference call.  Again, I want to provide contact information for any questions or requests for assistance regarding the tender offer.  Please contact Morrow & Co., the information agent for the offer, at 855-264-1296 or perseon.info@morrow.com.  They will be able to address all your logistical and scenario questions.  Thank you.

Galil Medical/Perseon Corporation Tender Offer Update

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