This is what DSTI filed about the loan....Entry into a Material Definitive Agreement, Creation of a Direct Financi
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement and Convertible Promissory Notes
DayStar Technologies, Inc. (the "Company") and Sunlogics Power Fund Management Inc. ("Sunlogics") entered into a Securities Purchase Agreement (the "Purchase Agreement") dated March 14, 2012. Pursuant to the Purchase Agreement, Sunlogics agreed to loan the Company $500,000 (the "Loan") for payment of outstanding liabilities and other working capital purposes. On March 14, 2012, and March 16, 2012, the Company issued Sunlogics two Senior Convertible Promissory Notes (the "Notes"), representing the Company's Senior Debt, in the principal amounts of $400,000 and $100,000, respectively. The Notes carry an interest rate of 6% per annum and each Note is convertible into shares of the Company's common stock at a conversion price equal to the consolidated closing bid price of the Company's common stock on the last business day prior to the issuance of the Note (subject to adjustment for certain corporate transactions). Each of the Notes, to the extent that any part of the outstanding principal amount is not converted into shares of common stock, matures on the first anniversary of the date of the issuance of the Note, and includes customary provisions concerning events of default. The Notes provide that the Company can not issue any common stock or securities convertible into common stock in connection with the conversion of the Notes without first obtaining stockholder approval if such issuance would result in the Company breaching its obligations under the applicable listing rules of The Nasdaq Stock Market.
The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the text of the Purchase Agreement and the form of Notes, which are included as exhibits to this report and which are incorporated herein by reference.
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 disclosure provided in Item 1.01 of this report is hereby incorporated by reference into this Item 3.02 with respect to the terms and issuance of the Notes. The Company relied on an exemption from registration under Section 4(2) of the Securities Act of 1933 in issuing the Notes. The Company has obtained certain representations and warranties of the purchaser contained in the Purchase Agreement to support the Company's reliance on this exemption.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Securities Purchase Agreement, dated March 14, 2012, between the
Registrant and Sunlogics Power Fund Management, Inc.
10.2 Form of Convertible Promissory Notes issued on March 14, 2012 and
March 16, 2012.
AI
