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 29, 2015
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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 jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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65 Enterprise, Aliso Viejo, CA 92656
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(Address of principal executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (949) 330-8060
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(Former name or former address, if changed since last report.)
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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))
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
Conversion of Note
On January 29, 2015 XsunX, Inc. (the “Company”) authorized the issuance of 25,252,017 shares of restricted common stock upon the conversion of $75,335 of principal, and $421 of accrued interest to the holder of a 12% convertible note.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a) 2 of the Securities Act since, among other things, the transactions did not involve a public offering.
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure.
Press Release and Company Newsletter
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On February 3, 2015, the Company issued a Press Release (the “Press Release”) announcing that it has signed an agreement to install a 45kW commercial solar power project for a Southern California based wireless services provider with over 100 locations in 12 states. The Company further outlined that it continues to add customers, following a year focused on establishing the operational infrastructure required to grow and create revenue in 2015.
On February 2, 2015, the Company issued a Newsletter (the “Newsletter”) providing information related to a report, produced by the NC Clean Energy Technology Center at NC State University, outlining that according to the reports analysis in 46 of America’s 50 largest cities, a fully financed, typically-sized solar PV system may provide better investment returns than the stock market.
A copy of the Press Release is attached hereto as Exhibit 99.1
A copy of the Newsletter is attached hereto as Exhibit 99.2
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
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Exhibit No.
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Description
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99.1
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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.
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XSUNX, INC. |
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Date: February 3, 2015
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By:
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/s/ Tom M. Djokovich |
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Tom M. Djokovich
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Title: CEO/Secretary |
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Exhibit 99.1
XsunX to Install Solar Project for Wireless Services Provider
45kW Deal Expected to Provide Client 100% Return and Significant Cost Savings
Aliso Viejo, CA – February 3, 2015 – XsunX, Inc. (OTC: XSNX), a leading solar power solutions provider, today announced that it has signed an agreement to install a 45kW commercial solar power project for a Southern California based wireless services provider with over 100 locations in 12 states.
As a result of the installation, the provider of wireless solutions for telephone and internet services is anticipated to benefit from a net savings of nearly $330,000 over the next 25 years at its main facility in Southern California. Additionally, with the use of utility savings, tax benefits, and incentives, should create an overall Return on Investment (ROI) of 100% in just over three years.
XsunX, Inc. continues to add customers, following a year focused on establishing the operational infrastructure required to grow and create revenue in 2015. The Company has placed an emphasis on providing 100% customer satisfaction, in turn generating organic referrals and a growing pipeline of new projects.
“We are pleased that the commitment to developing a sound business model in 2014 has resulted in multiple new projects early in 2015,” said Tom Djokovich, CEO of XsunX, Inc. “While we are encouraged by our recently announced commercial solar installation projects, we are thrilled with the growing pipeline of deals that we are working to complete as soon as possible. The Southern California market is arguably one of the hottest in the country, as referenced in a recent report produced by NC Clean Energy Technology Center, and the XsunX team looks forward to capitalizing upon this growth by providing top-tier solar solutions to our customers.”
That report, entitled “Going Solar in America: Ranking Solar’s Value to Consumers in America’s Largest Cities,” outlines the financial opportunity presented by solar today citing that in 46 of America’s 50 largest cities, a fully financed, typically-sized solar PV system is a better investment than the stock market!
About XsunX
XsunX provides solar energy solutions that deliver significant bottom-line financial benefits to businesses. We specialize in the sale, design, and installation of commercial solar power systems. The company has developed a highly skilled team of qualified engineering and specialty contractors with extensive commercial solar experience necessary to service the diverse conditions that can be encountered in commercial buildings. We couple this superior design and delivery capability with factory direct pricing, and zero down financing options to provide exceptional solar power investment opportunities for our customers.
For more information, please visit the Company’s website at www.xsunx.com, or to learn more about the benefits of solar energy for your business schedule a free PV project assessment.
Safe Harbor Statement
Matters discussed in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein, are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Company Contact:
Tom Djokovich, President and CEO
949-330-8060
info@xsunx.com
Exhibit 99.2
XsunX Investor Newsletter
Solar PV Systems May Be a Better Investment Than the Stock Market
Aliso Viejo, CA – February 2, 2015 – XsunX, Inc. (OTC: XSNX)
Hello, and I hope your 2015 is off to a great start.
I wanted to take a few moments to share some thoughts regarding a recently release report entitled, “Going Solar in America: Ranking Solar’s Value to Consumers in America’s Largest Cities.” The report, produced by the NC Clean Energy Technology Center at NC State University, touches on a variety of subjects that commercial and residential property owners, as well as investors, should be aware of.
The first point that’s critical to make, is the financial opportunity presented by solar today. The report’s analysis shows that in 46 of America’s 50 largest cities, a fully financed, typically-sized solar PV system is a better investment than the stock market! What’s more, in 42 of those major cities, the same solar system already costs less than the energy made available by local utility providers.
Another strong selling point made within the document relates to the falling cost of solar. Over 15 years ago, the median cost of a solar PV system prior to incentives was $12 per watt installed, while 2013 saw it fall to $4.70 per watt, a 60% decline in cost. Recent studies have indicated even further drops in solar pricing, as EnergySage reported an average cost of between $370/W and $4.24/W before incentives. These costs are declining due in large part to public policies as well as federal, state, and local incentives that result in an increased number of people investing in solar.
As expected, California is benefiting more than any other state, with significant monthly cost savings experienced in Oakland ($187), San Francisco ($187), San Jose ($186), San Diego ($137), and Long Beach ($131). California is truly one of, if not the hottest, solar market in the entire world.
I chose to share this information with you today because it’s important for shareholders, as well as the general public, to understand not only the cost savings experienced by installing a solar system, but that the United States has been trending this way for some time. A commitment to a green environment no longer has to be associated with high costs, as shown throughout this report. The truth is quite the opposite -- investing in solar is an investment worth making!
For this reason, among many others, our team at XsunX is extremely optimistic entering 2015. As noted in a recent release, 2015 picked up where 2014 left off, as we secured the installation of a 260kW commercial-use solar power system, pacing us to achieve double-digit growth this quarter. The growth experienced of late can be attributed largely to our emphasis on providing 100% customer satisfaction for our clients, and expanding adoption and demand for commercial solar.
We look forward to sharing additional news in coming weeks and months, and thank you for your confidence in our vision and leadership.
Have a great rest of your week,
Tom Djokovich, CEO
About XsunX
XsunX provides solar energy solutions that deliver significant bottom-line financial benefits to businesses. We specialize in the sale, design, and installation of commercial solar power systems. The company has developed a highly skilled team of qualified engineering and specialty contractors with extensive commercial solar experience necessary to service the diverse conditions that can be encountered in commercial buildings. We couple this superior design and delivery capability with factory direct pricing, and zero down financing options to provide exceptional solar power investment opportunities for our customers.
For more information, please visit the Company’s website at www.xsunx.com, or to learn more about the benefits of solar energy for your business schedule a free PV project assessment.
Company Contact:
Tom Djokovich, President and CEO
949-330-8060
info@xsunx.com
Safe Harbor Statement
Matters discussed in this newsletter contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein, are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
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