form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of the earliest event reported): July 13, 2009
Aspyra, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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California
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001-13268
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95-3353465
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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26115-A
Mureau Road
Calabasas,
CA 91302
(Address
of Principal Executive Offices) (Zip Code)
(818)
880-6700
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note
This
Current Report on Form 8K/A amends the Current Report on Form 8K filed on July
17, 2009, to update the amount of Funds (defined below) and the dates on which
the Letter Agreements (defined below) were entered into.
| Item
1.01 |
Entry into a Material
Definitive Agreement. |
From
July 13, 2009, through July 20, 2009, Aspyra, Inc. (the “Company”) entered into
a series of identical letter agreements (the “Letter Agreements’) with the
holders (the “Holders”) of its outstanding warrants (the “Warrants’) to purchase
shares of its common stock. Pursuant to the Letter Agreements, the parties
agreed that certain funds received by the Company from the Holders, in the
aggregate amount of $690,395.85 (the “Funds”) will be deemed loans (the “Loans”)
to the Company, until such time as Shareholder Approval (defined below) is
obtained. Pursuant to the Letter Agreements, the Company agreed to obtain
shareholder approval, and have such shareholder approval become effective in
accordance with applicable law (including, without limitation, Section 14 of the
Securities Exchange Act of 1934, as amended) (the “Shareholder Approval”), by
October 31, 2009 (the “Approval Date”), for a temporary reduction in the
exercise price of the Warrants, to $0.15, in effect from June 17, 2009 through
June 26, 2009 (the “Special Warrant Offer”), and the issuance of shares of the
Company’s common stock in accordance therewith. Upon Shareholder Approval,
provided Shareholder Approval has been received by the Approval Date, the Funds
will be deemed an exercise of the Special Warrant Offer, the Company will issue
shares of its common stock in accordance therewith, and no interest or other
payments shall be due on the Loans. If the Shareholder Approval is not received
by the Approval Date, the Loans shall become due and payable on the Approval
Date, together with accrued interest thereon. The Loans shall accrue interest at
the rate of 12% per annum and may not be prepaid without the written consent of
the Holders.
| Item 2.03 |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant. |
See Item
1.01.
| Item 9.01 |
Financial Statements and
Exhibits. |
(d) Exhibits.
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Exhibit Number
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Description
of Exhibit
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10.1
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Form
of Letter Agreement (previously
filed)
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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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July
21, 2009
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Aspyra, Inc.
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/s/
Anahita Villafane
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Anahita
Villafane
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Chief
Financial Officer
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