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) August 31, 2016
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DAIS ANALYTIC CORPORATION |
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(Exact name of registrant as specified in its charter) |
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New York |
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000-53554 |
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14-760865 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
11552 Prosperous Drive
Odessa, Florida 33556
(Address of Principal Executive Offices)(Zip Code)
(727) 375-8484
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Copies to:
Peter DiChiara, Esq.
CARMEL, MILAZZO & DICHIARA LLP
261 Madison Avenue, 9 th Floor
New York, New York 10016
Telephone: (212) 658-0458
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material De nitive Agreement
On September 7, 2016, Dais Analytic Corporation (the “Company”) entered into an amendment (the “Amendment”) of the note included in the Loan and Security Agreement (“Security Agreement”) with Patricia Tangredi (the “Holder”) pursuant to which the Company originally issued a Senior Secured Promissory Note for $150,000 (the “Note”). Ms. Tangredi is the wife of Timothy Tangredi, the Company’s CEO and therefore is a related party of the Company. Ms. Tangrdi loaned the Company an additional $100,000. All principal and interest is due on the earlier of: (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,000,000 or (ii) October 31, 2016 ("Maturity Date"). The interest rate is 12% per annum. The Note grants the Holder a secured interest in the assets of the Company. The Company is using the proceeds of the Note for working capital purposes. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Amendment, and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective August 31, 2016, the Company accepted the resignation Judith M. Aldrovandi, age 45, as the Controller, Treasurer and Principal Financial and Accounting Officer of the Company. Ms. Aldrovandi left to take another position.
On October 7, 2016, the board of directors of the Company appointed Susan R. Courtright, age 56, as the Controller, Treasurer and Principal Financial and Accounting Officer of the Company. Ms. Courtright has worked since 2004 as a consultant for Taylor White, a firm focused exclusively on placing and providing accounting and finance consultants in the Tampa Bay area. Ms. Courtright has a Bachelor’s degree in Accounting, and a CPA certification in Florida. She has expertise in the areas of traditional accounting and reporting, as well as SEC reporting and transactions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
First Amendment to Senior Secured Promissory Note. |
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2 |
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SIGNATURES
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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Dated: October 28, 2016 |
By: |
/s/ Timothy N. Tangredi |
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Timothy N. Tangredi |
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Chief Executive Officer and President |
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EXHIBIT 10.1
FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE
This First Amendment to the Senior Secured Promissory Note (the “First Amendment to Note”) is made effective the 7th day of September, 2016, (the “Effective Date”) by and between Dais Analytic Corporation, a New York corporation, with its principal office located at 11552 Prosperous Drive, Odessa Florida 33556 (the “Debtor”) and Patricia Tangredi who currently resides at 10416 Pontofino Circle, Trinity Florida 33556 (the “Holder”).
WHEREAS, Debtor previously executed a certain Senior Secured Promissory Note dated June 24, 2016, in favor of the Holder in the original principal amount of One Hundred and Fifty Thousand Dollars ($150,000.00) (“Note”); and
WHEREAS, to secure repayment of the Note, Debtor executed and delivered to Holder a certain Loan and Security Agreement dated June 24, 2016 (the “Security Agreement”); and
WHEREAS, a UCC-1 Financing Statement was filed by Debtor in favor of Holder on June 24, 2016; and
WHEREAS, the Debtor has requested and the Holder desires to amend the Note to make certain changes including, but not limited to, increasing by an additional One Hundred Thousand Dollars ($100,000.00) the total principal amount to be borrowed under the Note; and
WHEREAS, the parties are also amending the Loan and Security Agreement (“First Amendment to Security Agreement”).
NOW, THEREFORE, the parties hereto, in consideration of their mutual promises contained herein and for other good and valuable consideration, hereby agree to amend the Note as follows:
| 1. | The following portion of the Note shall be deleted in its entirety: |
DAIS ANALYTIC CORPORATION
SENIOR SECURED PROMISSORY NOTE
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$150,000.00 |
June 24, 2016 |
FOR VALUE RECEIVED, the undersigned, DAIS ANALYTIC CORPORATION, a New York, corporation (the "Debtor"), promises to pay to Patricia Tangredi, who currently resides at 10416 Pontofino Circle, Trinity Florida 34655 (the "Holder") the principal amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00) (the " Principal Amount") plus all interest due thereon in accordance with terms and conditions of the Security Agreement on the earlier of: (i) the date following the date of this Note upon which Debtor secures funds, regardless of source, equal to or exceeding, in the aggregate, One Million Dollars (“$1,000,000) or (ii) October 31, 2016 ("Maturity Date").”
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2. The following provision shall be inserted in place of that portion of the Note deleted by Section 2 above:
DAIS ANALYTIC CORPORATION
SENIOR SECURED PROMISSORY NOTE
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$250,000.00 |
June 24, 2016 |
FOR VALUE RECEIVED, the undersigned, DAIS ANALYTIC CORPORATION, a New York corporation (the "Debtor"), promises to pay to Patricia Tangredi, who currently resides at 10416 Pontofino Circle, Trinity Florida 34655 (the "Holder") the principal amount of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00) (the " Principal Amount") plus all interest due thereon in accordance with terms and conditions of the Security Agreement on the earlier of: (i) the date following the date of this Note upon which Debtor secures funds, regardless of source, equal to or exceeding in the aggregate, One Million Dollars (“$1,000,000) or (ii) October 31, 2016 ("Maturity Date").”
As further consideration, Debtor shall issue and deliver to Holder, coincident with the payment of the full Principal Amount, Two Hundred Thousand shares (200,000) of Dais $.01 par value common stock. The stock shall bear the following legend:
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”
3. Section 2 shall be deleted in its entirety and the following shall be inserted in place thereof:
“2. Definitions. Unless otherwise stated herein, each of the capitalized term used herein shall have, for the purpose of this Note, the same meaning as provided in the Security Agreement, as has been or may be from time to time amended (such meanings being equally applicable to both the singular and plural form of the terms defined).”
4. Section 5.10 shall be deleted in its entirety and in place thereof the following shall be inserted:
“5.10 Governing Law; Submission to Jurisdiction. This Note, the Security Agreement and all Loan Documents shall for all purposes be governed by and construed in accordance with the laws of the State of New York, without regard to its principals of conflicts of laws. All judicial proceedings arising in or under or related to this Note(s) or any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in Pasco County, Florida. By execution and delivery of this Note, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Pasco County, State of Florida; (b) waives any and all objections as to jurisdiction or venue in Pasco County, State of Florida; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Note or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Note, the Security Agreement or the other Loan Documents shall be effective if given in accordance with the requirements for notice set forth in Section 5, above and shall be deemed effective and received as set forth in Section 5 above. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.
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5. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.
6. Except as provided herein, the terms of the Note shall remain unchanged and in full force and effect. No waiver by the Holder under the Note or any other Loan Document is granted or intended.
(Signature Page Follows)
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IN WITNESS WHEREOF, as of the day and year first written above, the undersigned duly executed and delivered by placing their respective duly authorized signatures below.
| DEBTOR: | HOLDER: | |||
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| DAIS ANALYTIC CORPORATION | ||||
| By: |
/s/ Peter DiChiara |
/s/ Patricia Tangredi | ||
| Title: Corporate Secretary | ||||
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