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): September
14, 2007
Advanced
Photonix, Inc.
(Exact
Name of Registrant as specified in its Charter)
|
Delaware
|
1-11056
|
33-0325836
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| |
|
|
|
2925
Boardwalk, Ann Arbor, Michigan
|
48104
|
|
(Address
of Principal Executive Offices)
|
(ZIP
Code)
|
Registrant's
telephone number, including area code: (734)
864-5647
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):
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))
Item
1.01. Entry
into a Material Definitive Agreement.
On
September 14, 2007, Advanced Photonix, Inc., a Delaware corporation (the
“Company”), completed the second and final tranche of the private placement
(the
“Offering”) described in the Company’s Current Report on Form 8-K filed on
September 7, 2007. Each unit sold by the Company in the Offering consists of
four (4) shares of the Company’s Class A Common Stock, par value $0.001 per
share (the “Offering Shares”) and one (1) five year warrant exercisable for one
share of Common Stock at an exercise price of $1.85 (each a “Warrant”). The
Company sold a total of 741,332 units (consisting of 2,965,332 Offering Shares
and 741,332 Warrants) for an aggregate purchase price of $4,491,560, including
the sale on September 14, 2007 of 133,332 Units (consisting of 533,332 Offering
Shares and 133,332 Warrants) for an aggregate purchase price of $800,000. The
September 14, 2007 sale is subject only to receipt of AMEX approval of an
additional listing application covering the shares. AMEX approved the Company’s
additional listing application on September 18, 2007.
This
Form
8-K, including the descriptions of the terms and conditions of the agreements
described above, is qualified in its entirety by reference to the (a)
Subscription Agreement, (b) Form of 2007 Series Warrant to Purchase Class A
Common Stock and (c) the Registration Rights Agreement, which are incorporated
by reference to Exhibits 10.1, 10.2, 10.3 and of this Form 8-K. See also Items
3.02 and 9.01. The information in Items 3.02 and 9.01 of this report is
incorporated in this Item 1.01 by reference.
Item
3.02. Unregistered
Sales of Equity Securities
As
disclosed in Item 1.01 above, on September 14, 2007, the Company completed
the
second and final tranche of the Offering pursuant to which the Company sold
the
Offering Shares and the Warrants for an aggregate purchase price of $800,000.
The offer and sale of the Offering Shares and Warrants is being made pursuant
to
Rule 506 promulgated pursuant to the Securities Act and each of the investors
is
an “accredited investor” as defined by Rule 501 promulgated pursuant to the
Securities Act. The final tranche closed in escrow on September 14, 2007,
subject only to receipt of AMEX approval of the Company’s additional listing
application covering the Offering Shares and the shares of Common Stock
underlying the Warrants. AMEX approved the Company’s additional listing
application on September 18, 2007.
This
Form
8-K, including the descriptions of the terms and conditions of the agreements
described above, is qualified in its entirety by reference to the (a)
Subscription Agreement, (b) Form of 2007 Series Warrant to Purchase Class A
Common Stock and (c) the Registration Rights Agreement, which are incorporated
by reference to Exhibits 10.1, 10.2, 10.3 and of this Form 8-K. See also Items
1.01 and 9.01 of this report. The information in Items 1.01 and 9.01 of this
report is incorporated in this Item 3.02 by reference.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits:
|
Exhibit
Number
|
|
Exhibit
|
|
10.1
|
|
Form
of Subscription Agreement.
|
|
10.2
|
|
Form
of 2007 Series Warrant to Purchase Class A Common
Stock.*
|
|
10.3
|
|
Form
of Registration Rights Agreement.*
|
*
Incorporated by reference to the Exhibits to the Form 8-K filed on September
7,
2007.
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.
| |
|
|
| |
ADVANCED
PHOTONIX, INC. |
|
|
|
| |
By: |
/s/ Richard
D. Kurtz |
| |
Richard
D. Kurtz, Chief Executive Officer &
President |
|
Dated: September 19, 2007
|
|