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):

(c)  On August 15, 2012, the Board of Directors of GraphOn Corporation (the "Company") approved the promotions of Eldad Eilam to chief executive officer, and Christoph Berlin to chief operating officer.  Mr. Eilam had been serving as the Company's interim chief executive officer prior to his promotion.  He will continue in his roles as the Company's president and member of the board of directors.  Mr. Berlin previously served as the Company's vice president of product management and marketing.

(e)  The Board of Directors also approved grants of 1,600,000, 1,750,000 and 414,500 shares of restricted stock ("Restricted Stock") and/or restricted stock units ("RSUs") under the Company's 2008 Equity Incentive Plan to, respectively, Mr. Eilam, Mr. Berlin and Mr. Robert Dixon, the Company's Interim Chief Financial Officer.  The grants vest over three years.  From the grant date to the third month anniversary of the grant date, no shares vest; from the fourth month to the 36th month anniversary of the grant date, the grants vest in 33 equal monthly installments.  On the 36th month anniversary, the grants are fully vested.  The grants are subject to forfeiture under certain conditions, including the Company's right to repurchase unvested shares in connection with certain termination events.