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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) April 26, 2011
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.) |
1010 South Milpitas Blvd.
Milpitas, California 95035
(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 Promissory Note and Warrant
DayStar Technologies, Inc. (the Company) and two investors entered into Purchase Agreements (the Purchase Agreements) dated April 27, 2011. Pursuant to the Purchase Agreements, the investors each agreed to loan the Company money (the Loan) for working capital purposes. In connection with the Loans, the Company issued each investor a secured 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 $1.00 per share. The Notes are not convertible into common stock.
The original principal amount of the Notes and the number of shares subject to the Warrants are as follows:
Investor |
Original Principal Amount |
Shares Subject to Warrants |
||||||
Investor Company in trust for Peter Lacey |
$ | 125,000 | 250,000 | |||||
Michael Moretti |
$ | 125,000 | 250,000 |
Mr. Lacey is the chairman of the Board of Directors and also our Interim President and Chief Executive 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 outstanding loans, including the Loan, the Company previously 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 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 April 26, 2011, the Company and Investor Company in Trust for Peter Lacey, William Steckel, Michael Moretti, John Gorman and Richard Schottenfeld entered into an amendment (the Amendment) confirming the terms of an oral amendment of the notes providing that the maturity date of all existing notes held by such parties would be extended to July 22, 2011.
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 |
Exhibit No. |
Description | |
EX-10.1 | Schedule of Material Details | |
EX-10.2 | Form of Purchase Agreement | |
EX-10.3 | Form of Secured Promissory Note | |
EX-10.4 | Form of Registration Rights Agreement | |
EX-10.5 | Form of Warrant | |
EX-10.6 | Amendment of Notes |
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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: April 29, 2011 | By: | /s/ Christopher T. Lail | ||||
Christopher T. Lail | ||||||
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
EX-10.1 | Schedule of Material Details | |
EX-10.2 | Form of Purchase Agreement | |
EX-10.3 | Form of Secured Promissory Note | |
EX-10.4 | Form of Registration Rights Agreement | |
EX-10.5 | Form of Warrant | |
EX-10.6 | Amendment of Notes |
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