8-K

                    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): December 23, 2013
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                Dynasil Corporation of America
   ------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                   000-27503                22-1734088
-----------               ---------------         -------------
(State or other           (Commission             (IRS Employer
jurisdiction of           File Number)           Identification No.)
incorporation)

            44 Hunt Street, Watertown, MA  02472
------------------------------------------------------------
          (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)

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)

[  ]  	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))



Item 1.01 Entry into a Material Definitive Agreement.

On December 23, 2013, Dynasil Corporation of America (the "Company") and
RMD Instruments Corp., a wholly owned subsidiary of the Company, entered
into and consummated an Asset Purchase Agreement (the "Asset Purchase
Agreement") with Dilon Technologies, Inc., a Delaware corporation
("Dilon").  Pursuant to the Asset Purchase Agreement, the Company sold
to Dilon certain assets of its Gamma Medical Probe product line for $3.5
million, plus the assumption by Dilon of certain liabilities of the
Company, plus a possible contingent payment.  The Asset Purchase
Agreement contains customary representations, warranties, covenants and
indemnification provisions.  Concurrently with the closing of the Asset
Purchase Agreement, the Company and Dilon entered into a transition
services agreement pursuant to which the Company will provide certain
transitional services to Dilon for up to five months after closing.

The Company will use the proceeds from the sale to reduce its
indebtedness to Santander Bank, N.A. by $2.75 million to approximately
$2.4 million.  The Company's indebtedness to Santander was approximately
$6.8 million as of September 30, 2013.  The Company also has a
subordinated $3 million note to Massachusetts Capital Resource
Corporation that remains outstanding.

The foregoing description of the Asset Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to
the Asset Purchase Agreement, which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal period ended
December 31, 2013.

Item 9.01 Financial Statements and Exhibits.

(d) 	Exhibits

99.1	Press release of Dynasil Corporation of America, dated December
	24, 2013.




                              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: 	December 24, 2013		By:  /s/ Thomas C. Leonard
                              		Name: Thomas C. Leonard
					Title:  Chief Financial Officer




                             EXHIBIT INDEX

Exhibit No.	Description

99.1		Press release of Dynasil Corporation of America, dated
		November 7, 2013.

EX-99

[LOGO] DYNASIL


Contacts:
Patty Kehe
Corporate Secretary
Dynasil Corporation of America
Phone: (617) 668-6855
pkehe@dynasil.com


             Dynasil Sells Navigator Product Line
              Proceeds Used to Reduce Bank Debt


Watertown, Mass., December 24, 2013 - Dynasil Corporation of America
(NASDAQ: DYSL), a developer of sensing, detection and analysis technology for
homeland security, medical and industrial applications, today announced the
December 23, 2013 sale of the assets of its Navigator Gamma Medical Probe
product line to Dilon Technologies, Inc. of Newport News, Virginia.


This transaction is a step in the previously announced strategy to
restructure the Company to improve liquidity and pay down bank debt.  The
consummation of this divestiture resulted in a payment to Santander Bank,
N.A., the Company's primary lender, of approximately $2.75 million, which
reduced the balance of the Company's outstanding indebtedness to Santander
to approximately $2.4 million.  As previously reported, at September 30,
2012, the Company's indebtedness to Santander was approximately $9.0
million, a reduction of $6.6 million over the past 15 months.  The Company
also has a subordinated $3 million note to Massachusetts Capital Resource
Corporation which is not yet due.


"We are pleased to announce the completion of this divestiture, which marks a
key step in our strategy to reduce debt and operational expenses and return
Dynasil to positive EBITDA and profitability," said Peter Sulick, Chairman
and CEO of Dynasil. "Combined with the sale of the XRF assets, this
divestiture has allowed us to substantially reduce our outstanding bank debt
balance.  At the present time, we do not foresee further asset sales.  We
expect to amortize our bank debt in accordance with our standard amortization
schedule, which should result in the primary bank debt being completely paid
off over the next 15 months."

 "We expect the combination of these divestitures, selective expense
reductions, the spinoff of our tissue sealant technology and improvements in
operational performance of our remaining businesses will result in a
significant turnaround in the company's results. The past 18 months have been
difficult but constructive." continued Mr. Sulick. "While we have had to
write off a substantial amount of intangible assets incurred in a prior
acquisition and sell off the associated product lines, we have not missed a
single bank payment to our primary lender and have more cash today than a
year ago.  Our research division weathered the government shutdown without a
furlough and continues to have a substantial backlog of project work across a
broad range of scientific fields.  We are excited about the prospects of our
optics group which has been experiencing an uptake in business over the past
18 months as a result of both new product development and an investment in
sales management. "



About Dynasil

Dynasil Corporation of America (NASDAQ: DYSL) develops and manufactures
detection and analysis technology, precision instruments and optical
components for the homeland security, medical and industrial markets
including medical imaging and sensors for non-destructive testing. Dynasil
has an impressive and growing portfolio of issued and pending U.S. patents.
The Company is based in Watertown, Massachusetts, with additional operations
in MA, MN, NY, NJ and the United Kingdom. More information about the Company
is available at www.dynasil.com.

Safe Harbor

This news release may contain forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.  These forward-
looking statements regarding future events and our future results are based
on current expectations, estimates, forecasts, and projections and the
beliefs and assumptions of our management.  These forward-looking statements
may be identified by the use of words such as "plans", "intends," "may,"
"could," "expect," "estimate," "anticipate," "continue" or similar terms,
though not all forward-looking statements contain such words.  The actual
results of the future events described in such forward looking statements
could differ materially from those stated in such forward looking statements
due to a number of important factors. These factors that could cause actual
results to differ from those anticipated or predicted include, without
limitation, our ability to develop and commercialize our products, the size
and growth of the potential markets for our products and our ability to serve
those markets, the rate and degree of market acceptance of any of our
products, general economic conditions, costs and availability of raw
materials and management information systems, our ability to obtain and
maintain intellectual property protection for our products, competition, the
loss of key management and technical personnel, our ability to obtain timely
payment of our invoices to governmental customers, litigation, the effect of
governmental regulatory developments, the availability of financing sources,
our ability to identify and execute on acquisition opportunities and
integrate such acquisitions into our business, and seasonality, as well as
the uncertainties set forth in the Company's 2012 Annual Report on Form 10 K,
as amended on February 14, 2013, including the risk factors contained in Item
1a, the Company's Quarterly Reports on Form 10-Q filed on February 13, 2013,
May 15, 2013 and August 12, 2013 and from time to time in the Company's other
filings with the Securities and Exchange Commission. The Company disclaims
any intention or obligation to update any forward-looking statements, whether
as a result of new information, future events or otherwise.