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): December 29, 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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On
December 29, 2009 Full Spectrum Capital LLC (“Full Spectrum”) made additional
cash advances to Vu1 Corporation in the aggregate amount of
$266,705. The total principal amount is $278,707 which includes
$12,002 of prepaid interest pursuant to their Amended and Restated Secured
Convertible Grid Promissory Note (the “Promissory Note”) dated November 19,
2009. This amount is currently convertible at $0.40 per share into
676,767 shares of common stock. In connection with the loan advance
from Full Spectrum, we issued to Full Spectrum a three-year warrant to purchase
348,343 shares of Vu1 common stock at an exercise price of $0.75 per
share. As previously reported on our Form 10-Q for the quarterly
period ended September 30, 2009 dated November 23, 2009 (the “September 10-Q”),
Vu1 Corporation entered a Security Agreement and Promissory Note with Full
Spectrum and SAM Special Opportunity Fund L.P. (“SAM”) providing for debt
financing to Vu1. Full Spectrum and SAM are not
obligated to make any additional advances to Vu1 and there are no assurances
that Vu1 will receive any additional amounts under the
Notes.
A summary
of the Notes to Full Spectrum and SAM as of December 29, 2009
follows:
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Advances
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Total Principal
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Conversion Shares
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Warrants
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Full
Spectrum
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1,634,497 | 1,708,049 | 4,270,126 | 2,135,062 | ||||||||||||
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SAM
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1,161,250 | 1,229,181 | 3,072,954 | 1,536,476 | ||||||||||||
| 2,795,747 | 2,937,230 | 7,343,080 | 3,671,538 | |||||||||||||
Vu1’s
obligations under the Notes are secured by a first priority security interest in
all of Vu1’s assets, pursuant to the Security Agreement.
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 Notes and Security Agreement are contained in Item 5 of the September
10-Q. Copies of the Secured Promissory Notes and Security Agreement
are included as Exhibit 10.1, 10.2 and Exhibit 10.3 to the September 10-Q and
all such exhibits are incorporated herein by reference. Readers are
encouraged to review the September 10-Q and exhibits in their
entirety.
On
December 30, 2009, our Board of Directors granted stock options under the 2007
Stock Incentive Plan to its Chief Marketing Officer, Vice President of
Manufacturing and certain Board members. The stock option
grants are detailed below:
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Recipient
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Title
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#
of shares underlying
options
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Duncan
Troy
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Director
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50,000
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Mark
Weber
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Director
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75,000
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Charles
Hunt
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Director
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50,000
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T.
Ron Davis
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Chief
Marketing Officer
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100,000
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Philip
J. Styles
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Vice
President of Manufacturing and Director of Sendio
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100,000
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In
addition, on December 30, 2009 the Board awarded compensation to our Chief
Executive Officer, R. Gale Sellers, in the amount of $140,000 for his service as
Chief Executive Officer during 2009. No compensation had previously
been paid to Mr. Sellers in 2009 for his service in this role. Mr.
Sellers elected to receive options to purchase 107,692 shares of common stock in
lieu of cash for $70,000. Payment of the remaining $70,000 will be
deferred until sufficient funding is available.
Also on
December 30, 2009 our Chief Technology Officer, Richard Herring elected to
receive options to purchase 42,308 shares of common stock in lieu of certain
unpaid consulting fees totaling $27,500.
All
options described above have an exercise price of $0.65 per share, representing
the closing market price of our common stock as of that date, vest immediately
and expire 10 years from the date of grant, unless earlier exercised or
terminated by their terms.
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:
January 6, 2010
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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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