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): ~~May~~August 15, 2019

Dynasil Corporation of America

(Exact name of registrant as specified in its charter)

Delaware	001-35011	22-1734088
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)		Identification No.)

313 Washington Street, Suite 403, Newton, MA 02458

(Address of principal executive offices)

(617)- 668-6855

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock DYSL Nasdaq Capital Market

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnMiddlesex ~~May~~Savings 1,Bank ~~2019,~~Loan ~~the~~Document Board of Directors (the “Board”) of Dynasil Corporation of America, a Delaware corporation (the “Company”), upon the recommendation of the Special Committee of the Board consisting of independent directors, approved a transaction whereby the Company would effect a reverse/forward stock split of the Company’s shares of common stock, in conjunction with terminating the Company’s public company reporting obligations and delisting the Company’s common stock from the Nasdaq Capital Market, subject to obtaining the requisite approval of the Company’s stockholders at a Special Meeting of Stockholders to be held for that purpose, which is currently expected to occur in the summer of 2019.Modification

~~Specifically,~~In ~~the~~connection ~~Board~~with ~~recommended and~~the ~~approved~~events adescribed ~~transaction~~in ~~whereby~~Items ~~the~~5.07 ~~Company~~and ~~would~~8.01 below, ~~effect~~on aAugust ~~1-for-8~~5,~~000~~ ~~reverse~~2019, ~~stock~~Dynasil ~~split~~Corporation of ~~the~~America, ~~Company’s~~a ~~common~~Delaware ~~stock~~ corporation (the “~~Reverse Stock Split~~Company”), ~~followed~~entered ~~immediately~~into by a ~~8,000-for-1 forward stock split of the Company’s common~~Loan ~~stock~~Document ~~(the~~Modification ~~“Forward~~Agreement ~~Stock Split,” and together~~ with ~~the~~Middlesex ~~Reverse~~Savings ~~Stock~~Bank ~~Split, the~~ (“~~Transaction~~Middlesex”). ~~Stockholders owning~~to ~~fewer~~modify ~~than 8,000 shares of common stock at~~ the ~~effective~~Loan ~~time~~and ofSecurity ~~the~~Agreement dated ~~Transaction~~May ~~would receive $~~1~~.15 in cash~~, ~~without interest~~2014, ~~for~~ ~~each share of common stock held~~ by ~~them at the effective time of the Transaction,~~ and ~~thereafter~~between ~~they would no longer be stockholders of~~ the Company. ~~Stockholders~~and ~~owning~~Middlesex ~~8,000 or more shares at~~ (the ~~effective time of the Transaction (~~“~~Continuing~~Loan ~~Stockholders~~Agreement”) ~~would~~, ~~not be entitled~~ to ~~receive~~change ~~any cash for their fractional share interests resulting from~~ the ~~Transaction,~~definitions ~~if any. The Forward~~used ~~Stock~~to ~~Split,~~calculate ~~which would immediately follow~~ the ~~Reverse~~Debt ~~Stock~~Service ~~Split,~~Coverage ~~would~~Ratio ~~reconvert whole shares~~ and ~~fractional share interests held by~~ the ~~Continuing~~Maximum ~~Stockholders~~Leverage ~~back~~Ratio ~~into~~(each ~~the~~as ~~same~~defined ~~number~~in ~~of shares of~~ the ~~Company’s~~Loan ~~common~~Agreement) ~~stock~~to ~~held~~add ~~by such Continuing~~back ~~Stockholders~~up ~~immediately~~to ~~before~~$750,000 ~~the effective time~~ of ~~the~~certain ~~Transaction.~~transaction Asexpenses arelated ~~result~~to of the ~~Forward~~events ~~Stock~~described ~~Split,~~in ~~the~~Items ~~total number of shares of the Company’s common stock held by a Continuing Stockholder would not change as a result of the Transaction~~5. ~~The~~07 ~~Company~~and ~~estimates that approximately 1~~8.401 ~~million~~below ~~shares~~from of the ~~Company’s~~quarter ~~common stock (or less than 8% of the shares~~ended ofJune ~~common~~30, ~~stock~~2019 ~~currently outstanding) would be cashed out in the Transaction~~ and the ~~aggregate~~quarter ~~cost~~ending toSeptember ~~the Company of the Transaction would be approximately $1.6 million~~30, ~~plus transaction expenses, which are estimated to be approximately $650,000~~2019. ~~The Company expects to fund such costs using cash-on-hand and borrowings available under its existing credit facilities.~~

~~The~~Massachusetts ~~Transaction~~Capital ~~will~~Resource ~~be submitted to a vote of the~~ Company’s ~~stockholders~~Note atPurchase a Special Meeting of Stockholders to be called for that purpose. The Board has instructed the Company’s management to prepare and file a preliminary proxy statement with respect to the Transaction. Approval of the Transaction requires the affirmative vote of a majority of the shares cast (represented in person or by proxy) and entitled to vote at the Special Meeting of Stockholders. As of May 1, 2019, the Company’s directors and executive officers owned approximately 37% of the issued and outstanding shares of the Company’s common stock and are expected to vote “FOR” the transaction. The terms and contemplated timeline of the Transaction, including the manner of determining the fair value for fractional share interests to be cashed out in the Transaction, will be set forth in the preliminary proxy statement and a transaction statement on Schedule 13E-3 filed by the Company outlining the Transaction. The Transaction may be considered a “going private” transaction as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as it is part of a plan to terminate the registration of (or “deregister”) the Company’s common stock under Section 12(g) of the Exchange Act and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 13(a) thereunder, and to delist the Company’s common stock from the Nasdaq Capital Market.Agreement

IfIn ~~consummated,~~connection with the ~~Reverse~~events ~~Stock~~described ~~Split and~~in ~~Forward~~Items ~~Stock~~5.07 ~~Split~~and ~~would~~8.01 below, ~~apply~~on ~~directly~~August ~~only~~6, to2019, ~~record~~the ~~holders~~Company ofentered ~~the~~into ~~Company’s~~a ~~common~~subordinated ~~stock.~~Note ~~Persons~~Purchase ~~who~~Agreement ~~hold~~(the ~~shares~~“MCRC Note”) pursuant ofto which the Company’s ~~common~~borrowed ~~stock~~an inadditional ~~“street~~$2,000,000 ~~name~~from Massachusetts Capital Resource Company (“MCRC”) ~~are~~and ~~encouraged~~consolidated $865,216 of existing debt owed to ~~contact~~MCRC. ~~their~~The ~~bank,~~MCRC ~~broker~~Note orcarries ~~other~~an ~~nominee~~interest rate of 8.0% and a maturity date of July 31, 2026. The ~~for~~MCRC ~~information~~Note onwill ~~how~~be ~~the~~interest ~~Transaction~~only ~~may~~until ~~affect~~August ~~any~~31, ~~shares~~2022 ofand ~~the~~has ~~Company’s~~a ~~common~~2% ~~stock~~prepayment ~~held~~penalty ~~for~~until ~~their~~August ~~account~~31, 2020 and a 1% prepayment penalty until August 31, 2021.

~~The~~Item ~~Board~~2.03 ~~may~~Creation ~~abandon the Transaction at any time prior to the filing and effectiveness~~ of ~~the~~a ~~applicable~~Direct ~~amendments~~Financial toObligation ~~the~~or ~~Company’s~~an ~~certificate~~Obligation ofunder ~~incorporation, even~~an ~~after~~Off-Balance ~~stockholder~~Sheet ~~approval,~~Arrangement ~~if the Board determines in its business judgment that the Transaction is no longer in the best interests~~ of ~~the~~a ~~Company or its stockholders.~~Registrant

OnSee ~~May~~the 2,description ~~2019,~~of the ~~Company~~MCRC ~~issued a~~Note ~~press~~set ~~release~~forth ~~and~~within ~~letter~~Item to1.01 under ~~employees~~the ~~announcing~~caption ~~the~~“Massachusetts ~~Transaction.~~Capital ~~The~~Resource ~~press~~Company ~~release~~Note ~~and~~Purchase ~~letter~~Agreement”, ~~are~~which ~~attached~~is ~~hereto~~incorporated asinto ~~Exhibits~~this 99Item 2.103 ~~and 99.2, respectively, and are incorporated~~ by reference ~~herein~~.

Item 93.01 ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the events described in Items 5.07 and 8.01 below, on August 7, 2019, the Company provided advance notice to the Nasdaq Stock Market of its intent to voluntarily withdraw its common stock from listing on the Nasdaq Capital Market and to deregister its common stock under Section 12(db) ~~Exhibits~~of the Securities Exchange Act of 1934, as amended.

~~99.1~~The ~~Press~~Company ~~release~~intends ~~announcing~~to ~~Dynasil~~file ~~Corporation~~a ofForm ~~America’s~~15 ~~Board~~with the ofSecurities ~~Directors~~and ~~Approval~~Exchange ofCommission ~~Plan~~(the to“Commission”) ~~Terminate~~and ~~Registration~~cease ofreporting ~~Common~~as ~~Stock,~~a ~~dated~~public ~~May 2, 2019~~company.

99Item 5.207 ~~Letter~~Submission toof ~~Company~~Matters ~~Employees,~~to ~~dated~~a ~~May~~Vote 2,of ~~2019.~~Security Holders

~~Additional~~On ~~Information~~August 7, 2019, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the holders of a majority of the Company’s issued and ~~Where~~outstanding shares of common stock entitled to ~~Find~~vote Itapproved amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a 1-for-8,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”), followed immediately by a 8,000-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Transaction”). The amendments were approved with (i) 14,256,235 shares of common stock voting in favor of the Reverse Stock Split, 1,137,124 shares voting against the Reverse Stock Split and 846 shares abstaining, and (ii) 14,256,223 shares of common stock voting in favor of the Forward Stock Split, 1,137,137 shares voting against the Forward Stock Split and 846 shares abstaining.

~~THIS~~Item ~~CURRENT REPORT ON FORM~~ 8~~-K IS ONLY A BRIEF DESCRIPTION OF THE TRANSACTION~~. ~~IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK~~01. ~~THE~~Other COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3, WITH THE SEC CONCERNING THE TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO A SPECIAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO DYNASIL CORPORATION OF AMERICA, 313 WASHINGTON STREET, SUITE 403 NEWTON, MASSACHUSETTS 02458, ATTENTION: SECRETARY.Events

~~Dynasil~~Following ~~and~~the ~~its~~Special ~~directors~~Meeting, ~~and~~the ~~executive~~Company ~~officers~~filed ~~may~~certificates beof ~~deemed~~amendment to bethe ~~participants~~Certificate inof Incorporation with the ~~solicitation~~State of ~~proxies~~Delaware into ~~connection~~effect ~~with~~ the ~~Transaction.~~Reverse ~~Information~~Stock ~~concerning~~Split, ~~such~~followed ~~participants~~immediately isby ~~set~~the ~~forth~~Forward inStock ~~the~~Split, ~~proxy~~both ~~statement~~effective ~~for~~on ~~Dynasil’s~~August 7, 2019 ~~annual~~at ~~meeting~~5:01 ofand ~~stockholders~~5:02 p.m., ~~which~~respectively. ~~was~~As ~~filed~~a result ~~with~~of the ~~SEC~~Transaction, oneach ~~Schedule~~stockholder ~~14A~~owning onfewer ~~January~~than 108,000 ~~2019.~~shares Toof the ~~extent that holdings of Dynasil~~Company’s ~~securities~~common ~~have~~stock ~~changed~~immediately ~~since the~~prior ~~amounts~~to ~~printed~~the effective intime ~~Dynasil’s~~of ~~proxy~~the ~~statement,~~Reverse ~~such~~Stock ~~changes~~Split ~~have been or~~ will bereceive ~~reflected~~$1.15 onper ~~Statements~~share, ofwithout ~~Change~~interest, in ~~Ownership~~ oncash ~~Form~~for 4each ~~filed~~share ~~with~~of the ~~SEC.~~Company’s common ~~Additional~~stock ~~information~~held ~~regarding~~by ~~the interests of~~ such ~~participants~~stockholder inat the ~~solicitation of~~effective ~~proxies~~time inof ~~connection with~~ the ~~Transaction~~Reverse ~~will~~Stock beSplit, ~~included~~and insuch ~~the~~stockholder ~~proxy~~will ~~statement~~no tolonger be a ~~filed~~stockholder byof ~~Dynasil with~~ the ~~SEC in connection with the Transaction~~Company.

Stockholders who own 8,000 or more shares of the Company’s common stock immediately prior to the effective time of the Reverse Stock Split will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward ~~Looking~~Stock ~~Statements~~Split that will immediately follow the Reverse Stock Split will reconvert whole shares and fractional share interests held by such stockholders back into the same number of shares of the Company’s common stock held by such stockholders immediately before the effective time of the Reverse Stock Split. As a result, the total number of shares of the Company’s common stock held by such stockholders will not change.

~~This~~The ~~Current~~foregoing ~~Report~~description ~~on Form 8-K may contain forward-looking statements that are being made pursuant to the Private Securities Litigation Reform Act~~ of 1995, which provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the ~~statement. Such forward-looking statements include statements about the~~certificates ~~perceived benefits and costs~~ of ~~the~~amendment ~~Transaction,~~to the ~~number~~Certificate of ~~shares~~Incorporation ofis ~~the~~not ~~Company’s~~complete ~~common stock that are expected to be cashed out in the Transaction~~ and ~~the~~is ~~timing and stockholder approval of the Transaction. Such forward-looking statements are~~ subject to ~~a number of known~~ and ~~unknown~~qualified ~~risks~~in ~~and~~its ~~uncertainties~~entirety ~~that~~by ~~could~~reference ~~cause actual results, performance or achievements~~ to ~~differ~~each ~~materially from those described or implied in~~ such ~~forward-looking~~certificate ~~statements.~~of ~~Accordingly~~amendment, ~~actual~~copies ~~results~~of ~~may~~which ~~differ materially from such forward-looking statements. The forward-looking statements relating to the Transaction~~ are ~~based~~attached onhereto ~~the~~as ~~Company’s current~~Exhibit ~~expectations,~~3.1 ~~assumptions, estimates~~ and ~~projections~~Exhibit ~~about the Company and involve significant risks and uncertainties~~3.2, ~~including~~ ~~the many variables that may impact the Company’s projected cost savings~~respectively, ~~variables~~ and ~~risks~~are ~~related to consummation~~incorporated ofherein ~~the~~by Transaction, SEC regulatory review of the Company’s filings related to the Transaction, and the continuing determination of the Board of Directors and Special Committee that the Transaction is in the best interests of all stockholdersreference. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

~~SIGNATURES~~The press release announcing the results of the Special Meeting and the Company’s intent to voluntarily delist and deregister its common stock is filed as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~For toa ~~the~~more ~~requirements~~detailed discussion of the ~~Securities~~Transaction, ~~Exchange~~please ~~Act of~~see ~~1934,~~ the ~~registrant~~definitive ~~has~~proxy ~~duly~~statement ~~caused~~of ~~this~~the ~~report~~Company, tofiled beJune ~~signed~~25, on2019 ~~its~~with ~~behalf by~~ the ~~undersigned hereunto duly authorized~~Commission.

	DYNASIL CORPORATION OF AMERICA
Date: May 2, 2019	By:	/s/ Peter Sulick
	Name:	Peter Sulick
	Title:	Chief Executive Officer

Item 9.01

Financial Statements and Exhibits

~~EXHIBIT~~(d) ~~INDEX~~Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment, filed August 7, 2019, to effect a 1-for-8,000 reverse stock split
99.1	Press release announcing Dynasil Corporation of America’s Board of Directors Approval of Plan to Terminate Registration of Common Stock, dated May 2, 2019.
3.2	Certificate of Amendment, filed August 7, 2019, to effect a 8,000-for-1 forward stock split
99.1	Press release announcing the results of the Special Meeting of Stockholders and the Company’s intent to voluntarily delist its common stock from Nasdaq, dated August 7, 2019

~~99.2 Letter to Company Employees, dated May 2, 2019.~~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.

	DYNASIL CORPORATION OF AMERICA
Date: August 7, 2019

	By:	/s/ Peter Sulick
	Name:	Peter Sulick
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

3.1	Certificate of Amendment, filed August 7, 2019, to effect a 1-for-8,000 reverse stock split
3.2	Certificate of Amendment, filed August 7, 2019, to effect a 8,000-for-1 forward stock split
99.1	Press release announcing the results of the Special Meeting of Stockholders and the Company’s intent to voluntarily delist its common stock from Nasdaq, dated August 7, 2019.

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