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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) July 22, 2010
DayStar Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34052 | 84-1390053 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7373 Gateway Blvd., Suite 2W
Newark, California 94560
(Address of Principal Executive Offices) (Zip Code)
(408) 582-7100
(Registrants telephone number, including area code)
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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement, Secured Convertible Promissory Note and Warrant
DayStar Technologies, Inc. (the Company) and several investors entered into Purchase Agreements (the Purchase Agreements) dated July 22, 2010. Pursuant to the Purchase Agreements, the investors agreed to loan the Company money (the Loan) to fund ongoing research and development and related business operations. In connection with the Loans, the Company issued each investor a secured convertible promissory note (each, a Note) and a warrant (each, a Warrant) to purchase shares of the Companys common stock. The exercise price on the Warrants is $1.25 per share.
The Notes purchased are convertible into shares of the Companys common stock based on a $0.90 conversion price. The Notes carry an interest rate of 10% per annum. The original principal amount and number of shares subject to the Warrants are as follows:
Investor |
Original Principal Amount |
Shares Subject to Warrants | |||
TD Waterhouse RRSP Account 230832S in trust for Peter Alan Lacey |
$ | 200,000 | 222,222 | ||
Michael Moretti |
$ | 350,000 | 388,888 | ||
Tejas Securities Group Inc. 401k Plan and Trust, FBO John J. Gorman |
$ | 200,000 | 222,222 | ||
Robert Weiss |
$ | 50,000 | 55,555 |
Mr. Lacey is the chairman of the Board of Directors and Mr. Weiss is the Companys chief technology officer.
The foregoing descriptions of the Purchase Agreements, Notes and Warrants do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreements, Notes and Warrants which are included as exhibits to this report and which are incorporated herein by reference.
Security Agreement
As security for the Loan, the Company granted each of the investors a security interest in the Companys contracts, intellectual property and all of the Companys other assets.
Registration Rights Agreement
In connection with the transactions discussed above, the Company and the investors also entered into Registration Rights Agreements (the Registration Rights Agreements) pursuant to which the Company granted the investors registration rights with respect to the shares of the Companys 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.
Amendment of Existing Notes and Warrants
On July 22, 2010, the Company and each of its existing lenders (other than Dynamic Worldwide Solar, LLC) also entered into amendments (the Amendments) providing that the maturity date of all existing notes would be extended to January 22, 2011. In connection with this extension of the maturity date, the Company agreed to reduce the exercise price of all of the warrants held by the lenders entering into the Amendment to $1.25 per share.
Stockholder Approval
The Amendment, the Notes and the Warrants all provide that no shares may be issued upon conversion of a note or exercise of a warrant in violation of the stockholder approval requirements of Nasdaq Listing Rule 5635.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this report is incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 is hereby incorporated by reference. These securities were sold pursuant to Regulation D and the exemption from registration provided by Section 4(2) of the Securities Act of 1933.
Item 9.01 | Financial Statement and Exhibits. |
Exhibit |
Description | |
EX-10.1 | Schedule of Material Details | |
EX-10.2 | Form of Purchase Agreement | |
EX-10.3 | Form of Secured Convertible Promissory Note | |
EX-10.4 | Form of Registration Rights Agreement | |
EX-10.5 | Form of Warrant | |
EX-10.6 | Intercreditor Agreement | |
EX-10.7 | Form of Amendment of Notes and Warrants |
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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.
DAYSTAR TECHNOLOGIES, INC. | ||||||
Date: July 28, 2010 |
By | /S/ PATRICK J. FORKIN III | ||||
Patrick J. Forkin III | ||||||
Sr. VP Corporate Development |
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EXHIBIT INDEX
Exhibit |
Description | |
EX-10.1 | Schedule of Material Details | |
EX-10.2 | Form of Purchase Agreement | |
EX-10.3 | Form of Secured Convertible Promissory Note | |
EX-10.4 | Form of Registration Rights Agreement | |
EX-10.5 | Form of Warrant | |
EX-10.6 | Intercreditor Agreement | |
EX-10.7 | Form of Amendment of Notes and Warrants |
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