form8k.htm
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 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))
Item
1.01 Entry into a Material Definitive Agreement.
From July
13, 2009, through July 17, 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 $647,089.35
(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
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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
17, 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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