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): June 30, 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 June 30, 2009, the Company entered into a subscription agreement with an investor pursuant to which the investor purchased 596,154 shares of Company’s
Common Stock and a five
year warrant to purchase an additional 298,078 shares of Common Stock at an exercise
price of $.26 per share. The aggregate gross proceeds received by Company for
this sale was $155,000. 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 share,
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 (as defined in warrant) being $1.50 per share for ten consecutive trading
days the Company may require the holder of the
warrant 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 April
30, 2009, Company issued a five year warrant to purchase 250,000 shares of
Common Stock at an exercise price of $.26 per share pursuant to a consulting
agreement. 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 share,
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 (as defined in warrant)
being $1.50 per share for ten consecutive trading days the Company may require
the holder of the warrant 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.
On April
6, 2009, and April 30, 2009, two investors elected to convert their 9% secured
convertible notes and the related accrued interest in the amounts of $110,849
and $167,125 into 554,247 and 835,623 shares of Common Stock,
respectively. Such investors also received an additional warrant to purchase up to 166,500 and
249,750 shares of Common Stock, respectively, at an exercise price of $.25 per
share in consideration for converting their 9% secured convertible
note.
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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July
7, 2009
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By:
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/s/
Timothy Tangredi
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Timothy
Tangredi
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Chief
Executive Officer, President and Chairman
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