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): January 2, 2007
XsunX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
-------- --------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
65 Enterprise, Aliso Viejo, CA 92656
------------------------------------
(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 330-8060
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):
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
Effective January 1, 2007 XsunX, Inc. entered into a cooperative
development agreement with Sencera, LLC for the licensure and development of a
Sencera patent pending plasma source for use in the manufacture of deposited
thin-film solar cells. The purpose of the cooperative agreement, and interest in
the license by XsunX, was driven by what XsunX anticipates is the potential for
the development of the Sencera plasma source to significantly increase
deposition rates for the manufacture of deposited thin-film solar cells thereby
decreasing manufacturing costs to under $1 dollar USD per peak watt. XsunX
believes that if the addition of the Sencera plasma source for use in the
manufacture its solar cell designs and manufacturing systems is successful it
may provide the Company with a market advantage over other more costly per watt
manufacturing technologies.
Under the terms of the agreement XsunX and Sencera entered into a Technology
Development and License Agreement, the "Agreement", providing for a phased
program to develop a process that will produce deposited thin-film solar cells
at deposition rates expected to produce cells at a cost of less than $1 USD per
watt. In connection with the Agreement Sencera issued XsunX a seven (7) year
royalty based license that provides XsunX with exclusivity in the area of the
XsunX field of use as claimed in U.S. Patent No. 6,180,871; 6,320,117;
6,509,204; 6,488,777; 6,258,408; 6,472,622; and (b) as claimed in U.S.
Provisional Application No. 60/536,151; and (c) for use in semi-transparent
photovoltaic devices, multi-terminal photovoltaic devices, and cassette-based
roll-to-roll manufacturing equipment.
In connection with the Agreement XsunX issued to Sencera a seven (7) year 10%
Installment Credit Note, the "Note", providing up to One Million Five Hundred
Thousand ($1,500,000) dollars for use by Sencera in the development of the
technologies under the Agreement. The Note is due and payable on its seventh
anniversary, or may be repaid earlier without penalty, and provides for
conversion rights anytime after three (3) years into (a) if the development work
under the Agreement results in a process which can produce solar cells at a cost
less than $1 USD per peak watt, then either party may elect to convert the Note
into a three (3) year extension of the license, or (b) if the development work
under the Agreement does not result in a process which can produce solar cells
at a cost less than $1 US per peak watt, then either party may elect to convert
the Note into a seven and one half (7.5%) membership interest in Sencera.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
------- -------------------------------------------------------------------
Technology Development and License Agreement 10.1
Loan Agreement 10.2
Installment Credit Note 10.3
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 thereunto duly authorized.
Date: January 2, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
-----------------------------
Tom Djokovich, CEO/President