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: June 13, 2008
XSUNX,
INC.
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(Exact
name of registrant as specified in its charter)
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Colorado
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000-29621
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84-1384159
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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65
Enterprise, Aliso Viejo, CA 92656
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(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):
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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))
SECTION
1. Registrant's Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
June
13, 2008, XsunX, Inc. (the “Company” or “XsunX”) and Sencera, LLC (“Sencera), a
company that XsunX had previously lent $1,500,000 dollars to in exchange for
certain license rights to patent-pending technologies yet to be developed for
applicability in thin film solar cell manufacturing, entered into a Separation
Agreement (the “Agreement”). The Agreement terminates all previous agreements
and obligations between the parties, releases all claims related to the previous
agreements, and provides for the accelerated re-payment of $1,673,251.05 in
principal and accrued interest to XsunX by Sencera under a secured, seven year,
10% Promissory Note and Loan Agreement (the “Loan”) between the Company and
Sencera dated January 1, 2007.
The
Loan
was made by XsunX in conjunction with a Technology License and Development
Agreement between the parties, also dated January 1, 2007, providing XsunX
with
limited licensing rights to plasma deposition technologies for possible future
use by XsunX in solar product manufacturing technologies. Use of the licensed
plasma technology by XsunX in any of its planned or future processes or products
was subject to completion of development by Sencera, LLC, under a phased
development plan, substantiation by XsunX of intended performance criteria
as
specified under the agreements and Phase II development objectives, and
determination of commercial application suitability by XsunX.
The
Company received letters from Sencera in January and February 2008 providing
inconsistent representations on the part of Sencera as to the successful
development of a licensable process that would be expected to produce silicon
materials at deposition rates expected to produce thin film solar cells at
costs
of less than $1 dollar USD per watt. Subsequent further review of the Sencera
project reports by the Company’s scientific staff and an on-site review of the
report data with Sencera concluded, in the opinion of XsunX, that a licensable
process, or the basis for a licensable process, had not been developed that
would be capable of, or that indicated the potential for, producing silicon
materials at deposition rates expected to produce thin film solar cells at
costs
of less than $1 dollar USD per watt. The Company elected to negotiate an
accelerated re-payment of the Loan after these determinations were made.
XsunX
is
currently building a fully integrated 25 mega watt thin film solar module
manufacturing system which does not incorporate the use of Sencera technology.
The Company believes that the plasma deposition technologies selected and
designed for use within its manufacturing system are capable of producing the
solar or photovoltaic energy conversion layers, commonly referred to as the
“solar cell” portion of the thin film solar module, at significantly less than
$1 per watt, exclusive of other module material, assembly, and packaging costs.
The Company plans to continue to evaluate new technologies as they become
available for use in its future manufacturing system and solar module designs.
The
foregoing description of the Separation Agreement is qualified in its entirety
by reference to the full text of the Separation Agreement, a copy of which
is
attached hereto as Exhibit 10.1, and which is incorporated herein in its
entirety by reference.
Item
9.01 Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
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LOCATION
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10.1
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Separation
Agreement, dated as of June 13, 2008 by and between the Company and
Sencera, LLC
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Provided
herewith.
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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 thereunto
duly authorized.
Date:
June 13, 2008
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President