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): September 15, 2009
Vu1
CORPORATION
(Exact
Name of Registrant as specified in its charter)
California
(State
or other jurisdiction of incorporation)
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000-21864
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84-0672714
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(Commissioner
File Number)
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(IRS
Employer Identification No.)
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557 Roy Street Suite 125
Seattle, WA 98109
(Address
of principal executive offices)
(888)
985-8881
(Registrant’s
telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
From
September 15 to October 6, 2009, Full Spectrum Capital LLC (“Full Spectrum”)
made additional advances to Vu1 Corporation in the amount of $289,748 pursuant
to the Secured Convertible Grid Promissory Note (the “Promissory Note”) dated
June 8, 2009 making the total principal amount outstanding under the
Promissory Note $1,199,792.
As
previously reported on our Form 8-K dated June 8, 2009 (the “June 8-K”), Vu1
Corporation entered a Security Agreement and Promissory Note with Full Spectrum
providing for debt financing to Vu1. The form of the Promissory Note
was subsequently amended, as described in our Form 8-K dated September 1, 2009
(the “September 8-K”). The Promissory Note, as amended, contemplates
that Full Spectrum may make one or more advances to Vu1, from time to time prior
to October 31, 2009, in a total amount not to exceed $7 million, with the exact
amount to be determined by Full Spectrum in its sole discretion. Full
Spectrum previously advanced $900,000 to Vu1 under the Promissory Note. Full Spectrum is not
obligated to make any additional advances to Vu1 and there are no assurances
that Vu1 will receive any additional amounts from Full Spectrum, whether all or
a portion of the full $7 million under the Note.
Vu1’s
obligations under the Note are secured by a first priority security interest in
all of Vu1’s assets, pursuant to the Security Agreement.
Principal
amounts under the Note are convertible at any time into shares of Vu1 common
stock at a price of $0.40 per share. Accordingly, the current total
principal amount outstanding under the Promissory Note of $1,199,792 is
convertible into 2,999,480 shares.
In
connection with these recent advances, Vu1 issued to Full Spectrum a three-year
warrant to purchase 374,740 shares of Vu1 common stock at an exercise price of
$0.75 per share. Vu1 previously granted to Full Spectrum warrants to
purchase an aggregate of 1,125,000 shares at an exercise price of $0.75 per
share.
Full
Spectrum is a recently formed LLC that is managed by R. Gale Sellers, an
executive officer and director of Vu1. The material terms of the
Promissory Note, Security Agreement, Warrant and Term Sheet are set forth in the
June 8-K and September 8-K. Copies of the Secured Promissory Note,
Security Agreement, Warrant and Term Sheet are included as Exhibit 10.1, Exhibit
10.2, Exhibit 10.3 and Exhibit 99.1 to the June 8-K, and a copy of the amendment
to the Promissory Note was included as Exhibit 10.1 to the September 8-K, and
all such exhibits are incorporated herein by reference. Readers are
encouraged to review the June 8-K, and September 8-K and exhibits in their
entirety.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As
described above in Item 1.01, from September 15 to October 6, 2009, Full
Spectrum made additional advances to Vu1 in the amount of $289,748 and the total
principal amount outstanding under the Secured Convertible Grid Promissory Note
is $1,199,792.
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.
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Vu1
Corporation
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Date:
October 9, 2009
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By:
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/s/
Matthew DeVries
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Matthew
DeVries
Chief
Financial Officer
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