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 12, 2022

SPYR, INC.

(Exact Name of Registrant as Specified in its Charter)

(Address of Principal Executive Offices and Zip Code) 

6700 Woodlands Parkway, Ste. 230, #331

The Woodlands, TX 77382

(303) 991-8000

(Issuer’s telephone number)

(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))

Securities registered pursuant to Section 12(b) of the Act:

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 2.01

Completion of Acquisition or Disposition of Assets.

On December 20, 2022, the Company wound down and dissolved its wholly owned subsidiary, Applied Magix, Inc. in the State of Nevada. The remaining assets of Applied Magix were deemed not significant and did not exceed 10% of the total assets of the Company.

Item 8.01

Other Information.

On December 12, 2022, the Company and Joseph Fiore and Berkshire Capital Management Co., Inc. (“Berkshire”) entered into a settlement and release of claims. In exchange for a release of claims, Mr. Fiore and Berkshire agreed to cancel and return to treasury a total of 36,272,684 common shares, representing 10.48% of the issued and outstanding shares of the Company as of December 21, 2022.

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.

SPYR, INC. (Registrant)

Date December 22, 2022

Chief Executive Officer & President