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 23, 2009 (September 17,
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
(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 17, 2009, the Company entered into subscription
agreements with two investors pursuant to which the investors purchased 800,000
and 100,000 shares of Company’s Common Stock, respectively. As part of
the purchase, these investors also received a five year warrant to purchase 80,000 and 10,000 shares of
Common Stock, at an exercise price of $.75 per share. The aggregate gross
proceeds received by the
Company for each sale was
$200,000 and $25,000 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 (as
defined in warrant) 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 2, 2009, September 3, 2009
and September 4, 2009, three investors elected to convert their 9%
secured convertible notes and the related accrued interest in the amounts of
$57,274 and $57,767 and $115,584 into 286,370, 288,836 and 577,918 shares of
Company’s Common Stock, respectively. The Common Stock was issued pursuant to
exemption from registration under Section 4(2) of the Securities
Act.
On August
13, 2009, an investor elected to convert its 9% secured convertible notes and
the related accrued interest in the amount of $85,541 into 427,706 shares of
Common Stock. Said investor also received an additional five-year warrant to purchase up to 124,875
shares of Common Stock, at an exercise price of $.25 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 4(2) of the Securities Act.
On August
3, 2009, we issued 32,000 shares of the Company’s Common Stock to an entity in
connection with performance of services. The Common Stock was issued
pursuant to exemption from registration under Section 4(2) of the Securities
Act.
On July
3, 2009, we issued 103,846 shares of the Company’s Common Stock to an entity in
connection with performance of services. The Common Stock was issued
pursuant to exemption from registration under Section 4(2) 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
23, 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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