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 12, 2014

RESTORGENEX CORPORATION

(Exact name of registrant as specified in its charter)

(805) 229-1829

(Registrant’s telephone number, including area code)

Not Applicable

(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 November 12, 2014, RestorGenex Corporation (the “Company”) issued a news release announcing its consolidated financial results for its third quarter ended September 30, 2014. The full text of the news release is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this current report on Form 8-K as if fully set forth herein.

The Company is furnishing the information contained in this report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”).  This information shall not be deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.                                        Financial Statements and Exhibits

(d)                                 Exhibits:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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RESTORGENEX CORPORATION

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

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Exhibit 99.1

RestorGenex Reports
Third Quarter 2014 Financial Results

Buffalo Grove, Illinois (November 12, 2014) - RestorGenex Corporation (OTCQB: RESX), a specialty biopharmaceutical company initially focused on developing products for dermatology, ophthalmology and women’s health, today reported on its cash balance as of September 30, 2014 and its financial results for the third quarter of 2014.

The Company’s cash and cash equivalents as of September 30, 2014 were approximately $23.8 million.  RestorGenex incurred a net loss of approximately $3.5 million or $(0.18) per share for the quarter ended September 30, 2014, compared to a net loss of $1.5 million or $(0.37) per share for the same period in 2013.  The increase in the net loss was due primarily to higher expenses in 2014 associated with the Company’s research and development efforts to advance its technologies and products.

The Company has no long-term debt.  In July 2014, RestorGenex closed its fifth and final round of a private placement of common shares with gross proceeds to the Company of $35.6 million and net proceeds of approximately $31.3 million, after deduction for placement agent fees, estimated offering expenses and certain accounts payable.

About RestorGenex Corporation

RestorGenex Corporation is a specialty biopharmaceutical company initially focused on developing products for dermatology, ophthalmology and women’s health. The Company is reviewing and intends to continue to review its products and technologies.  The Company’s prescription dermatology business primarily is based upon Company compounds under development for the treatment of keloid scarring and androgen excess, e.g. acne and hirsutism (unwanted excess hair).  The Company’s ophthalmology product, RES-529, will target age-related macular degeneration, based on inhibition of the PI3K/Akt/mTOR pathway.  The Company’s prescription women’s health business is based upon a “soft” estrogen compound under development for vulvar and vaginal atrophy (VVA), a condition affecting peri- and post-menopausal women due to declining levels of estrogen. www.restorgenex.com

Contact:

RestorGenex Corporation

Tim Boris, 805-229-1829

tboris@restorgenex.com