Unassociated Document
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 29, 2009
DAIS
ANALYTIC CORPORATION
(Exact
name of Registrant as specified in its charter)
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New
York
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333-152940
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14-760865
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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11552
Prosperous Drive
Odessa, Florida
33556
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(Address
of principal executive offices) (Zip code)
(727)
375-8484
(Registrant’s
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 (see General Instruction A.2. below):
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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 (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 3.02
Unregistered Sales of Equity Securities
On September 23, 2009 and September 27, 2009 the Company entered into subscription
agreements with two investors pursuant to which the investors purchased
192,308 and 125,000 shares of Company’s Common Stock,
respectively. As part of the purchase, these investors also received a
five-year warrant to purchase 19,231 and 12,500 shares of Common Stock, at an exercise
price of $.75 per share. The aggregate gross proceeds received by the Company for each sale was $50,000 and $32,500 respectively. The warrants
are immediately exercisable and subject to adjustment for standard
anti-dilutions events, including but not limited to stock dividends, split-up,
reclassification or combination of Company’s shares, exchange of stock for other Company
stock, or certain capital reorganizations or reclassification of the capital
stock or consolidation, merger or sale of substantially all Company’s assets. In
addition, subject to certain conditions, upon the per share market price of the
Common Stock being $1.50 per share for ten
consecutive trading days the Company may require the holder of the
warrant to exercise the warrant or it will
automatically terminate. The issuance of these securities was exempt from
registration under Section 4(2) and Regulation D of the Securities
Act.
The
proceeds are expected to be used for general working capital
purposes.
On September 24, 2009, two investors elected to convert
their 9% secured convertible notes and the related accrued interest in the
amounts of $58,026 and $116,052 into 290,130 and 580,260 shares of Company’s
Common Stock, respectively. Said investors also received an additional
five-year warrant to purchase up
to 25,000 and
50,000 shares, respectively of Common Stock, at an exercise price of
$.75 per share in consideration for
converting their 9% secured
convertible note. The warrant is immediately
exercisable and subject to adjustment for standard anti-dilution events.
The Common Stock was issued pursuant to exemption from registration under
Section 3(a)(9) of the Securities Act.
On September 23, 2009 one investor elected to convert his
9% secured convertible note and the related accrued interest in the amount of
$58,013 into 290,068 shares of Company’s Common Stock. Said investor also
received an additional five-year
warrant to purchase up to
25,000 shares of Common Stock, at an exercise price of
$.75 per share in consideration for
converting their 9% secured convertible note. The warrant is immediately
exercisable and subject to adjustment for standard anti-dilution events.
The Common Stock was issued pursuant to exemption from registration under
Section 3(a)(9) of the Securities Act
On September 18, 2009, two investors elected to convert
their 9% secured convertible notes and the related accrued interest in the
amounts of $86,928 and $57,866 into 434,640 and 289,329 shares of Company’s
Common Stock, respectively. Said investors also received an additional
five-year warrant to purchase up
to 37,500 and
25,000 shares, respectively of Common Stock, at an exercise price of
$.75 per share in consideration
for converting their 9%
secured convertible note. The warrant is immediately
exercisable and subject to adjustment for standard anti-dilution events.
The Common Stock was issued pursuant to exemption from registration under
Section 3(a)(9) of the Securities Act.
SIGNAUTRE
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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DAIS
ANALYTIC CORPORATION
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September
29, 2009
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By:
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/s/
Timothy N. Tangredi
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Timothy
N. Tangredi
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Chief
Executive Officer, President and Chairman
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