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DLYT > SEC Filings for DLYT > Form 8-K on 23-Oct-2012All Recent SEC Filings

Show all filings for DAIS ANALYTIC CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DAIS ANALYTIC CORP


23-Oct-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2012, Dais Analytic Corporation (the "Company") entered into a Securities Purchase Agreement (the "SPA") with an investor, Green Valley International Investment Management Company Limited (the "Investor") pursuant to which the Company will offer up to $7.0 million of the Company's common stock, $0.01 par value per share (the "Common Stock"), and warrants (the "Warrants") to purchase up to 17,500,000 shares of Common Stock (such offer being the "Offering").

The Company will issue the Common Stock and Warrants in three tranches. Upon the receipt of the funds for the first tranche on or about October 26, 2012, the Company will issue $2.0 million of newly issued Common Stock for $0.10 per share and receive warrants for 5,000,000 Warrants. Upon the receipt of the funds for the second tranche on or about November 20, 2012, the Company will issue $2.0 million of newly issued Common Stock for $0.10 per share and receive warrants for 5,000,000 Warrants. Upon the receipt of the funds for the third tranche on or about December 28, 2012, the Company will issue $3.0 million of newly issued Common Stock for $0.10 per share and receive warrants for 7,500,000 Warrants.

The Warrants are exercisable for 60 months beginning on the date of their issuance. The warrants have an exercise price of $0.30, and are subject to standard anti-dilution adjustments for stock splits and other subdivisions.

Pursuant to terms of the Offering, officers of the Company and the Investor have signed lock-up agreements restricting the sale of Common Stock. The Investor does not have any registration rights with respect to the Common Stock or Warrants. No underwriter or placement agent was used in the sale of the Common Stock or Warrants.

The SPA, with the Form of Warrant, is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents attached hereto, which are incorporated herein by reference.

On October 22, 2012 (with an effective date of October 15, 2012), the Company extended the term of its Secured Convertible Promissory Note and Patent Security Agreement (collectively, the "Financing Agreements") issued to an investor ("Investor") on July 13, 2012. Pursuant to the terms and subject to the conditions set forth in the Financing Agreements, the Investor provided a loan in the amount of $2,000,000 ("Loan") to the Company, which is secured by all current and future patents, patent applications and similar protections of the Company and all rents, royalties, license fees and "accounts" with respect to such intellectual property assets. The Loan was originally due on October 15, 2012 but has been extended to October 26, 2012.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Securities Purchase Agreement


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