Attached files
DE
|
84-1390053
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
incorporation)
|
Identification No.)
|
[ ] 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))
DayStar Technologies, Inc. (the "Company") and Michael Moretti, entered into an Amended Purchase Agreement (the "Amended Agreement") dated as of April 12, 2010. Pursuant to the Amended Agreement, Mr. Moretti agreed to loan the Company the amount of $100,000 (the "Loan") to fund ongoing research and development and related business operations. The Amended Agreement incorporates smaller loans from Mr. Moretti with the loan of $250,000 on January 6, 2010, into one agreement. Additionally, the Company and Mr. Moretti entered into a Second Purchase Agreement (the "Second Agreement") in an amount of $50,000 (the "Second Loan") to fund ongoing research and development and related business operations.
On April 12, 2010, the Company also issued Mr. Moretti (a) an Amended Secured Convertible Promissory Note (the "Amended Note"), (b) a Second Secured Convertible Promissory Note (the "Second Note"),(c) an Amended warrant to purchase 700,000 shares of the Company's common stock (subject to adjustment for certain dilutive transactions) (the "Amended Warrant"), and (d) a second warrant to purchase 166,667 shares of the Company's common stock (subject to adjustment for certain dilutive transactions) (the "Second Warrant"),((c) and (d) collectively, the "Warrants"). The Amended Note is convertible into shares of the Company's common stock based on a $0.50 conversion price and the Second Note is convertible into shares of the Company's common stock based on a $0.30 conversion price. The Amended Note and the Second Note carry an interest rate of 10% per annum. The Amended Warrant has an exercise price of $0.80 per share and the Second Warrant has an exercise price of $0.70 per share.
The foregoing descriptions of the Purchase Agreement, Note and Warrant do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, Note and Warrant which are included as exhibits to this report and which are incorporated herein by reference.
As of April 12, 2010, Mr. Moretti's beneficial ownership upon conversion and exercise of the outstanding convertible securities and warrants held by Mr. Moretti is 1,733,334.
Security Agreement
In connection with the transaction discussed above, the Company and Mr. Moretti entered into an Amended Security Agreement effective as of April 12, 2010, (the "Security Agreement"). As security for the Loan, the Security Agreement grants Mr. Moretti a security interest in the Company's contracts, intellectual property, all of the Company's other assets, and certain assets as reflected in an exhibit to the Amended Security Agreement. It is anticipated that Mr. Moretti's security interest will be pari passu with earlier lenders to the Company.
The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Security Agreement which is included as an exhibit to this report and which is incorporated herein by reference.
Registration Rights Agreement
In connection with the transaction discussed above, the Company and Mr. Moretti entered into an Amended Registration Rights Agreement dated as of April 12, 2010 (the "Registration Rights Agreement") pursuant to which the Company granted Mr. Moretti registration rights with respect to the shares of the Company's common stock that may be issued upon either conversion of the Note or exercise of the Warrant.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement which is included as an exhibit to this report and which is incorporated herein by reference.
The foregoing descriptions of the Note and Warrant do not purport to be complete and are qualified in their entirety by reference to Item 1.01 of this report and to the Note and Warrant which are included as exhibits to this report and which are incorporated herein by reference.
10.1 Amended Purchase Agreement, dated as of April 12, 2010, between DayStar
10.2 Second Purchase Agreement, dated as of April 12, 2010, between DayStar
10.3 Amended Secured Covertible Promissory Note
10.4 Second Secured Convertible Promissory Note
10.5 Amended Security Agreement, effective as of April 12, 2010, between
10.6 Amended Registration Rights Agreement, dated as of April 12, 2010, between
10.7 Amended Warrant to Purchase 700,000 Shares of Common Stock Dated April 12, 2010
10.8 Second Warrant to Purchase 166,667 Shares of Common Stock Dated April 12, 2010
DAYSTAR TECHNOLOGIES, INC.
|
||||||||
Date: April 12, 2010
|
By:
|
/s/ Magnus Ryde
|
||||||
Magnus Ryde
|
||||||||
Chief Executive Officer
|
||||||||
Exhibit No.
|
Description
|
|
EX-10.1
|
Amended Purchase Agreement, dated as of April 12, 2010, between DayStar Technologies, Inc. and Michael Moretti
|
|
EX-10.2
|
Second Purchase Agreement, dated as of April 12, 2010, between DayStar Technologies, Inc. and Michael Moretti
|
|
EX-10.3
|
Amended Secured Covertible Promissory Note
|
|
EX-10.4
|
Second Secured Convertible Promissory Note
|
|
EX-10.5
|
Amended Security Agreement, effective as of April 12, 2010, between DayStar Technologies, Inc. and Michael Morett
|
|
EX-10.6
|
Amended Registration Rights Agreement, dated as of April 12, 2010, between DayStar Technologies, Inc. and Michael Moretti
|
|
EX-10.7
|
Amended Warrant to Purchase 700,000 Shares of Common Stock Dated April 12, 2010
|
|
EX-10.8
|
Second Warrant to Purchase 166,667 Shares of Common Stock Dated April 12, 2010
|