As filed with the Securities and Exchange Commission on June 2, 2005
Registration No. 333-124167
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
KRONOS ADVANCED TECHNOLOGIES, INC.
(Name of registrant as specified in its charter)
Nevada 6799 87-0440410
(State or Other Jurisdiction Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Incorporation or
Organization) Organization
Identification No.)
Daniel R. Dwight
464 Common Street, Suite 301 464 Common Street, Suite 301
Belmont, Massachusetts 02478 Belmont, Massachusetts 02478
(617) 993-9965 (617) 993-9965
(Name, address, and telephone of (Address and telephone number
principal executive offices) of agent for service)
Copies to:
Clayton E. Parker, Esq. Ronald S. Haligman, Esq.
Kirkpatrick & Lockhart Kirkpatrick & Lockhart
Nicholson Graham LLP Nicholson Graham LLP
201 South Biscayne Boulevard 201 South Biscayne Boulevard
Suite 2000 Suite 2000
Miami, Florida 33131 Miami, Florida 33131
Telephone: (305) 539-3300 Telephone: (305) 539-3300
Telecopier: (305) 358-7095 Telecopier: (305) 358-7095
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x] If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier of the effective registration
statement for the offering. [ ] If this is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
[ ] If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================== ====================== ===================== ====================== =====================
Proposed Maximum Proposed Maximum Amount
---------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Title Of Each Class Amount Offering Price Aggregate Of Registration
---------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Of Securities To Be Registered To Be Registered Per Share(1) Offering Price(1) Fee(2)
---------------------------------- ---------------------- --------------------- ---------------------- ---------------------
Common stock, par value $0.001 164,848,371 (2) $0.08 $13,187,869.68 $1,552.21
per share
---------------------------------- ---------------------- --------------------- ---------------------- ---------------------
TOTAL 164,848,371 (2) $0.08 $13,187,869.68 $1,552.21 (3)
---------------------------------- ====================== ===================== ---------------------- =====================
============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes of
this table, we have used the average of the closing bid and asked prices as of
April 18, 2005.
(2) Of these shares, 156,985,871 shares are being registered under a Standby
Equity Distribution Agreement, 62,500 shares were issued as a placement agent
fee pursuant to the Standby Equity Distribution Agreement and 5,000,000 shares
were issued pursuant to a private placement. The Registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
(3) The registration fee was previously paid on April 18, 2005.
Preliminary Prospectus subject to completion, dated June 2, 2005.
PROSPECTUS
KRONOS ADVANCED TECHNOLOGIES INC.
164,848,371 Shares of Common Stock
This prospectus relates to the sale of up to 164,848,371 shares of Kronos
Advanced Technologies, Inc.'s common stock by certain persons who are, or will
become, stockholders of Kronos. The selling stockholders consist of:
o Cornell Capital Partners, which intends to sell up to an aggregate amount of
161,985,871 shares of common stock, which includes 156,985,871 shares of common
stock pursuant to a Standby Equity Distribution Agreement and 5,000,000 shares
of common stock previously purchased in a private placement.
o Newbridge Securities Corporation, an unaffiliated registered broker-dealer
retained by Kronos in connection with the Standby Equity Distribution Agreement,
which intends to sell 62,500 shares of common stock issued as a placement agent
fee.
o A group of accredited investors, which intends to sell 2,800,000 shares of
common stock previously purchased in a private placement.
Please refer to "Selling Stockholders" beginning on page 14.
Kronos is not selling any shares of common stock in this offering and therefore
will not receive any proceeds from this offering. Kronos will, however, receive
proceeds from the sale of common stock under the Standby Equity Distribution
Agreement. All costs associated with this registration will be borne by Kronos.
The shares of common stock are being offered for sale by the selling
stockholders at prices established on the Over-the-Counter Bulletin Board during
the term of this offering. These prices will fluctuate based on the demand for
the shares of our common stock. On May 26, 2005, the last reported sale price
of our common stock was $0.08 per share.
Cornell Capital Partners is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
Standby Equity Distribution Agreement. Pursuant to the Standby Equity
Distribution Agreement, Cornell Capital Partners will purchase shares of Kronos'
common stock for a total discount of 7% of the common stock's market price. In
addition, Kronos will pay Cornell Capital Partners a one-time commitment fee of
2,941,175 shares of our common stock, of which 1,470,587 shares will be issued
to Cornell Capital Partners on the six (6) month anniversary of the Standby
Equity Distribution Agreement and 1,470,588 shares will be issued to Cornell
Capital Partners on the twelve (12) month anniversary of the Standby Equity
Distribution Agreement. The 7% discount on the purchase of the common stock to
be received by Cornell Capital Partners and the commitment fee are underwriting
discounts.
Kronos engaged Newbridge Securities Corporation, an unaffiliated registered
broker-deal, to advise us in connection with the Standby Equity Distribution
Agreement. Newbridge Securities Corporation was paid a fee of $10,000 by the
issuance of 62,500 shares of Kronos' common stock.
Kronos' common stock is deemed to be "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Act of 1934. Brokers/Dealers
dealing in penny stocks are required to provide potential investors with a
document disclosing the risks of penny stocks. Moreover, brokers/dealers are
required to determine whether an investment in a penny stock is suitable
investment for a prospective investor.
Our common stock is quoted on the Over-the-Counter- Bulletin Board under the
symbol "KNOS.OB."
These securities are speculative and involve a high degree of risk. Please refer
to "Risk Factors" beginning on page 6.
With the exception of Cornell Capital Partners, which is an "underwriter" within
the meaning of the Securities Act of 1933, no other underwriter or person has
been engaged to facilitate the sale of shares of common stock in this offering.
This offering will terminate 24 months after the accompanying registration
statement is declared effective by the Securities and Exchange Commission. None
of the proceeds from the sale of stock by the selling stockholders will be
placed in escrow, trust or any similar account.
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is _________, 2005.
TABLE OF CONTENTS
PROSPECTUS SUMMARY............................................................1
THE OFFERING..................................................................4
SUMMARY CONSOLIDATED FINANCIAL INFORMATION....................................6
RISK FACTORS..................................................................8
RISKS RELATED TO OUR BUSINESS.................................................8
RISKS RELATED TO THIS OFFERING...............................................12
FORWARD-LOOKING STATEMENTS...................................................14
SELLING STOCKHOLDERS.........................................................15
USE OF PROCEEDS..............................................................18
DILUTION.....................................................................19
STANDBY EQUITY DISTRIBUTION AGREEMENT........................................20
PLAN OF DISTRIBUTION.........................................................23
MANAGEMENT'S DISCUSSION AND ANALYSIS.........................................25
DESCRIPTION OF BUSINESS......................................................33
MANAGEMENT...................................................................39
DESCRIPTION OF PROPERTY......................................................44
LEGAL PROCEEDINGS............................................................44
PRINCIPAL STOCKHOLDERS.......................................................45
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................47
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS..................................48
DESCRIPTION OF SECURITIES....................................................52
EXPERTS......................................................................56
LEGAL MATTERS................................................................56
HOW TO GET MORE INFORMATION..................................................56
FINANCIAL STATEMENTS........................................................F-1
PART II....................................................................II-1
Our audited financial statements for the fiscal year ended June 30, 2004, were
contained in our Annual Report on Form 10-KSB.
i
PROSPECTUS SUMMARY
Kronos Advanced Technologies, Inc. is an application development and licensing
company that has developed and patented technology that fundamentally changes
the way air is moved, filtered and sterilized. Kronos is pursuing
commercialization of its proprietary technology in a limited number of markets;
and if we are successful, we intend to enter additional markets in the future.
To date, our ability to execute our strategy has been restricted by our limited
amount of capital.
The Kronos(TM) technology combines high voltage electronics and electrodes. By
combining these technologies, a Kronos(TM)-based device can both move and clean
air without any moving parts. Kronos(TM) devices are versatile, energy- and
cost-efficient and capable of multiple design forms. As a result, Kronos(TM)
devices have the potential to be used as a standalone product or to replace a
range of heating, ventilation and air conditioning products for residential
usage to high efficiency particulate air filtration systems for operating and
manufacturing clean rooms.
The proprietary Kronos(TM) technology involves the application of high voltage
management across paired electrical grids to create an ion exchange that moves
and purifies air. Kronos(TM) technology has numerous valuable characteristics.
It moves air and gases at high velocities while removing odors, smoke and
particulates and killing pathogens, including bacteria, mold and spores. The
technology is cost-effective and is more energy efficient than current
alternative fan and filter (including HEPA filter and ultraviolet light based)
technologies. Although no commercial products using the Kronos(TM) technology
have been sold to date, in August 2004, the Company and its strategic consumer
products partner, HoMedics, initiated the transition to mass production of the
Kronos-based consumer standalone product line.
A number of the scientific claims of the Kronos(TM) technology have been tested
by the U. S. government and a few multi-national companies, including the U. S.
Department of Energy, the U. S. Department of Defense, General Dynamics,
Underwriters Laboratory, and Intel. Independent laboratory testing has verified
the purification capability of the Kronos(TM) technology. Tests conducted at
MicroTest Laboratories, LMS Industries and New Hampshire Materials Laboratory
demonstrated HEPA Clean Room Class 1000 quality particulate reduction, removal
of over 99.97% of 0.1 micron and above size particles, and up to 95% reduction
of hazardous gases, including numerous contaminants found in cigarette smoke.
Intertek, one of the global leaders for testing electrical and electronic
products, performed tobacco smoke elimination tests in accordance with ANSI/AHAM
AC-1-1988 standard entitled "American National Standard Method for Measuring
Performance of Portable Household Electric Cord-Connected Room Air Cleaners."
The test demonstrated a Clean Air Delivery Rate (CADR) for the Kronos air
purifier of over 300. These results place the Kronos(TM) device in one of the
highest categories of particulate cleaning for standalone devices.
Kronos` business development strategy is to sell and license the Kronos(TM)
technology to six distinct market segments: (1) air movement and purification
(residential, health care, hospitality, and commercial facilities); (2) air
purification for unique spaces (cleanrooms, airplanes, automotive, and cruise
ships); (3) specialized military (naval vessels, closed vehicles and mobile
facilities); (4) embedded cooling and cleaning (electronic devices and medical
equipment); (5) industrial scrubbing (produce storage and diesel and other
emissions); and (6) hazardous gas destruction (incineration and chemical
facilities).
Kronos` focus is on the first four of these market segments which are described
in more detail below. Kronos is currently developing products for the air
movement and purification, air purification for unique spaces, and specialized
military markets through specific customer contracts. Kronos is currently
undertaking research and development in the embedded micro cooling market using
Company funds and a third party grant. These contracts and grant are described
in more detail in the Technology Application and Product Development section of
this filing.
o Air Movement and Purification. Indoor air pollution, including "sick building
syndrome" and "building related illness," is primarily caused by inadequate
ventilation, chemical contaminants from indoor and outdoor sources and
biological contaminants. There is also a demand for smaller devices that move,
heat and deodorize the indoor air stream. The addressable air movement and
purification segment is made up of four target markets: (1) residential, (2)
health care, (3) hospitality and (4) commercial.
1
o Air Purification for Unique Spaces. Electronics, semiconductor,
pharmaceutical, aerospace, medical and many other producers depend on cleanroom
technology. As products such as electronic devices become smaller, the chance of
contamination in manufacturing becomes higher. For pharmaceutical companies,
clean, safe and contaminant-free products are imperative to manufacturing and
distributing a viable product. Other potential applications for the Kronos(TM)
technology include closed environments such as aircraft, cruise ships and other
transportation modes that require people to breathe contaminated, re-circulated
air for extended periods. Kronos is building on its product development effort
with its strategic partner in the business jet market and the U.S. military to
serve other closed environment applications.
o Specialized Military. Military personnel face the worst of all possible
worlds: indoor air pollution, often in very confined spaces for extended
periods, combined with the threat of biological warfare, nuclear fallout, and
other foreign elements. We believe that the military market segment offers
Kronos a unique opportunity to leverage the technical and funding resources of
the U. S. military to expand Kronos` ability to develop and produce
Kronos(TM)-based air movers and purifiers for applications that require these
products to be embedded into ventilation systems to address the needs of
military personnel.
o Embedded Cooling. Heat generation is becoming a major bottleneck in high
density electronics. We believe that the embedded cooling market segment offers
Kronos a near term opportunity to develop an alternative to fans for air
movement and cooling inside of personal computers , servers and medical
diagnostic equipment and a long term opportunity to develop micro channel
cooling solutions for next generation microchips.
To best serve Kronos` targeted market segments, our Company is developing
specific product applications across two distinct product application platforms.
A Kronos(TM) device can be either used as a standalone product or can be
embedded. Standalone products are self-contained and only require the user to
plug the Kronos(TM) device into a wall outlet to obtain air filtration for their
home, office or hotel room. Embedded applications of the Kronos(TM) technology
require the technology be added into another system such as a building
ventilation system for more efficient air movement and filtration or into an
electrical device such as computer or medical equipment to replace the cooling
fan.
Kronos' common stock is deemed to be "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Act of 1934. Brokers/Dealers
dealing in penny stocks are required to provide potential investors with a
document disclosing the risks of penny stocks. Moreover, brokers/dealers are
required to determine whether an investment in a penny stock is suitable
investment for a prospective investor.
We cannot predict the actual number of shares of common stock that will be
issued pursuant to the Standby Equity Distribution Agreement, in part, because
the purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend to
draw. Nonetheless, we can estimate the number of shares of our common stock that
will be issued using certain assumptions. The sale of shares pursuant to the
Standby Equity Distribution Agreement will have a dilutive impact on our
stockholders. Assuming we issued the number of shares of common stock being
registered in the accompanying registration statement to be available under the
Standby Equity Distribution Agreement, at a recent price of $0.08 per share, we
would issue 255,102,041 shares of common stock to Cornell Capital Partners to
receive a maximum amount of gross proceeds equal to $20,000,000. These shares
would represent approximately 76% of our outstanding common stock upon issuance.
In addition, the sale of shares of our common stock under the Standby Equity
Distribution Agreement will cause the market price of our common stock to
decline.
We are registering 156,985,871 shares of common stock to be resold by Cornell
Capital Partners pursuant to the Standby Equity Distribution Agreement. In the
event we desire to draw down any available amounts remaining under the Standby
Equity Distribution Agreement after we have issued the 156,985,871 shares being
registered in the accompanying registration statement, we will have to file a
new registration statement to cover such additional shares being registered that
we would issue for additional draw downs on the Standby Equity Distribution
Agreement. Further, our Articles of Incorporation currently authorize Kronos to
issue 500 million shares of common stock and as of May 26, 2005, we had
71,186,345 shares of common stock issued and outstanding. In the event we desire
to draw down any available amounts remaining under the Standby Equity
Distribution Agreement after we have issued the 156,985,871 shares being
registered in the accompanying registration statement, we may need to obtain
shareholder approval to amend our Articles of Incorporation to increase our
authorized common stock. Obtaining shareholder approval to increase our
authorized common stock is uncertain due to the dilutive effect of our Standby
Equity Distribution Agreement.
2
Assuming we issue the number of shares of our common stock being registered in
the accompanying registration statement to be available under the Standby Equity
Distribution Agreement, at a recent stock price of $0.08 per share, we would
issue 156,985,871 shares of common stock to Cornell Capital Partners to receive
a maximum amount of gross proceeds equal to $12,307,692 and net proceeds equal
to $11,607,307 (after the 5% retainage fee to Cornell Capital Partners and
$85,000 in offering expenses). These shares would represent approximately 58% of
our outstanding common stock upon issuance. In no event will the number of
shares issuable to Cornell Capital Partners pursuant to an advance under the
Standby Equity Distribution Agreement cause it to own in excess of 9.9% of the
then outstanding common stock of Kronos. Because of this beneficial ownership
limitation and depending on Cornell Capital Partner's ability to sell sufficient
shares to reduce its holdings, we may not be able to exercise an advance notice
in the maximum amount of $1.5 million and our ability to draw down on the
Standby Equity Distribution Agreement could be significantly impaired.
We anticipate that achievement of our business plan will require approximately
$4,000,000 over the next 12 months. On March 7, 2005, we executed an
equity-backed promissory note in favor of Cornell Capital Partners in the
principal amount of $2,000,000. The note accrues interest at 12% per year and is
payable in equal weekly installments of $50,000 commencing on the earlier to
occur of (i) accompanying registration statement being declared effective by the
Securities and Exchange Commission, or (ii) twelve (12) weeks from the date of
the note. Upon an event of default under the note, the holder may convert any
unpaid principal and accrued interest into shares of Kronos' common stock at a
price per share equal to 70% of the lowest closing bid price of the common stock
for the thirty (30) trading days immediately preceding the conversion date. If
shares of Kronos' common stock are issued pursuant to conversion of the note,
the shares will not be issued under our Standby Equity Distribution Agreement.
Any conversion shares will not be registered with the Securities and Exchange
Commission and, therefore, will be restricted shares that may not be resold
without registration under the Securities Act of 1933, as amended, or a valid
exemption from the registration requirements of the Securities Act.
The significant downward pressure on our stock price caused by the sale of a
significant number of shares under the Standby Equity Distribution Agreement
could cause our stock price to decline, thus allowing short sellers of our stock
an opportunity to take advantage of any decrease in the value of our stock.
Short selling is where a person sells shares of stock not yet owned by that
person in the anticipation of being able to buy the stock at a later date at a
lower price per share. The presence of short sellers in our common stock may
further depress the price of our common stock. Pursuant to the terms of the
Standby Equity Distribution Agreement, Cornell Capital Partners will not engage
in short selling our common stock. Pursuant to the terms of our Standby Equity
Distribution Agreement, Cornell Capital Partners is not permitted to sell the
shares of our common stock to be issued to it pursuant to an advance notice
during the applicable pricing period and Cornell Capital Partners is not
permitted to sell the shares relating to a particular advance notice until it
has actually received those shares.
We are registering 166,748,371 shares of common stock in this offering. These
shares represent approximately 34% of our authorized capital stock and would
upon issuance represent approximately 70% of the then issued and outstanding
common stock and we anticipate all such shares will be sold in this offering. If
all or a significant block of these shares are held by one or more shareholders
working together, then such shareholder or shareholders would have enough shares
to exert significant influence on Kronos in an election of directors.
ABOUT US
Our principal place of business is located at 464 Common Street, Suite 301,
Belmont, Massachusetts 02478. Our telephone number is (617)993-9965.
3
THE OFFERING
This offering relates to the sale of common stock by certain persons who are, or
will become, our stockholders. The selling stockholders consist of:
o Cornell Capital Partners, which intends to sell up to an aggregate amount of
161,985,871 shares of common stock, which includes 156,985,871 pursuant to a
Standby Equity Distribution Agreement and 5,000,000 shares of common stock
previously purchased in a private placement.
o Various accredited investors, which intend to sell up to an aggregate amount
of 2,800,000 shares of common stock pursuant to a private placement.
o Newbridge Securities Corporation, an unaffiliated broker-dealer retained by
Kronos in connection with the Standby Equity Distribution Agreement, which
intends to sell up to 62,500 shares of common stock issued as a placement agent
fee.
Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically issue and sell to Cornell Capital Partners shares for a
total purchase price of $20 million. Cornell Capital Partners will purchase the
shares of common stock for a total discount of 7% of the common stock's market.
Cornell Capital Partners intends to sell any shares purchased under the Standby
Equity Distribution Agreement at the then prevailing market price. In the event
we issued advance notices in the aggregate amount of $20 million, our net
proceeds would be approximately $18,915,000.00. In no event will the number of
shares issuable to Cornell Capital Partners pursuant to an advance under the
Standby Equity Distribution Agreement cause it to own in excess of 9.9% of the
then outstanding common stock of Kronos. Because of this beneficial ownership
limitation and depending on Cornell Capital Partner's ability to sell sufficient
shares to reduce its holdings, we may not be able to exercise an advance notice
in the maximum amount of $1.5 million and our ability to draw down on the
Standby Equity Distribution Agreement could be significantly impaired.
You should be aware that there is an inverse relationship between our stock
price and the number of shares to be issued under the Standby Equity
Distribution Agreement. That is, as our stock price declines, we would be
required to issue a greater number of shares under the Standby Equity
Distribution Agreement for a given advance. This inverse relationship is
demonstrated by the following table, which shows the number of shares to be
issued under the Standby Equity Distribution Agreement at a recent price of
$0.08 per share and 25%, 50% and 75% discounts to the recent price. This table
does not take into account any shares of our common stock that would be issued
upon exercise or conversion of outstanding options, warrants or debentures. In
connection with the First Amendment to Master Loan and Investment Agreement with
HoMedics, we amended two (2) warrants previously issued by us, and issued an
additional warrant and agreed to include anti-dilution protection for HoMedics.
HoMedics is entitled, under certain circumstances, to anti-dilution protection
in order to maintain beneficial ownership of Kronos equal to 30%. The table
below shows how many additional warrants we would be required to issue to
HoMedics depending on the number of shares to be issued to Cornell Capital
Partners under the Standby Equity Distribution Agreement. The new warrants would
have an exercise price equal to $0.10 per share as previously agreed upon by
Kronos and HoMedics and as stated in the amended warrants.
Market Price: $0.08 $0.06 $0.04 $0.02
Purchase Price: $0.0784 $0.0588 $0.0392 $0.0196
No. of Shares
Issued to Cornell
Capital Partners: 255,102,041(1) 340,136,054(1) 510,204,082(1) 1,020,408,163(1)
No. of Additional
Warrants To Be
Issued to HoMedics: 78,957,705 108,112,224 166,421,262 341,348,375
4
(1) Kronos is registering 156,985,871 shares of common stock under the Standby
Equity Distribution Agreement.
Based on our recent stock price of $0.08, we would have to issue to Cornell
Capital Partners 255,102,041 shares of our common stock in order to draw down
the entire $20 million available to us under the Standby Equity Distribution
Agreement. We are registering 156,985,871 shares of common stock to be resold by
Cornell Capital Partners pursuant to the Standby Equity Distribution Agreement.
Assuming we issue the number of shares of common stock being registered in the
accompanying registration statement to be available under the Standby Equity
Distribution agreement, at a recent stock price of $0.08 per share, we would
issue 156,985,871 shares of common stock to Cornell Capital Partners to receive
a maximum amount of gross proceeds equal to $12,307,692 and net proceeds equal
to $11,607,307 (after the 5% retainage fee to Cornell Capital Partners and
$85,000 in offering expenses). As of May 26, 2005, we had 71,186,345 shares of
common stock issued and outstanding.
Common Stock Offered 164,848,371 shares by selling
stockholders
Offering Price Market price
Common Stock Outstanding Before the Offering 71,186,345 shares
Use of Proceeds We will not receive any proceeds
from the shares offered by the
selling stockholders. Any
proceeds we receive from the
sale of common stock under the
Standby Equity Distribution
Agreement will be used for
general corporate and working
capital purposes. See "Use of
Proceeds."
Risk Factors The securities offered hereby
involve a high degree of risk
and immediate substantial
dilution. See "Risk Factors" and
"Dilution."
Over-the-Counter Bulletin Board Symbol KNOS.OB
5
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following is a summary of our Financial Statements, which are included
elsewhere in this prospectus. You should read the following data together with
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of this prospectus as well as with our Financial Statements
and the notes therewith.
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE FOR THE NINE FOR THE YEAR FOR THE YEAR
MONTHS ENDED MONTHS ENDED ENDED ENDED
MARCH 31, MARCH 31, JUNE 30, JUNE 30,
2005 2004 2004 2003
STATEMENT OF OPERATION DATA: (UNAUDITED) (UNAUDITED) (AUDITED) (AUDITED)
--------------------------------------------------- --------------- --------------- ------------- --------------
Sales $ 430,379 $ 341,653 $ 533,220 $ 558,590
Cost of sales 375,397 227,550 379,331 314,496
--------------- --------------- ------------- --------------
Gross Profit 54,982 114.103 153,889 244,094
--------------- --------------- ------------- --------------
Selling, General and Administrative expense:
Compensation and benefits 889,415 626,352 840,205 1,031,375
Professional services 78,207 65,728 60,517 116,251
Research and development 95,119 203,039 355,454 1,156,903
Depreciation and amortization 297,206 213,090 360,955 284,647
Insurance 138,361 110.813 -- --
Facilities 67,792 68,607 88,914 96,579
Other selling general and administrative
expenses 166,356 162,372 382,909 226,716
--------------- --------------- ------------- --------------
Selling, General and Administrative expenses 1,732,456 1,450,001 2,088,954 2,912,471
--------------- --------------- ------------- --------------
Net Operating Loss (1,677,474) (1,335,898) (1,935,065) (2,668,377)
Loss on Debt Restructuring (3,857,467) -- -- --
Other Income 1,415 22,000 56,000 83,380
Interest Expense (411,324) (421,020) (615,831) (184,845)
--------------- --------------- ------------- --------------
Net Loss $ (5,944,850) $ (1,734,918) $ (2,494,896) $ (2,769,842)
--------------- --------------- ------------- --------------
Basic Loss Per Share $ (0.09) $ (0.03) $ (0.4) $ (0.6)
=============== =============== ============= ==============
Diluted Loss Per Share $ (0.09) $ (0.03) $ (0.4) $ (0.6)
=============== =============== ============= ==============
Weighted average shares outstanding 67,612,904 56,627,368 57,760,785 48,258,340
=============== =============== ============= ==============
6
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
FOR THE YEAR FOR THE YEAR
ENDED ENDED
MARCH 31, JUNE 30, JUNE 30,
2005 2004 2003
BALANCE SHEET DATA: (UNAUDITED) (AUDITED) (AUDITED)
------------------------------------------------------------------- ---------------- --------------- ---------------
Assets
Current Assets
Cash $ 187,774 $ 69,063 $ 641,178
Accounts receivable, net 48,929 97,544 48,766
Prepaids 222,865 71,050 34,135
---------------- --------------- ---------------
Total Current Assets 459,568 237,657 724,079
---------------- --------------- ---------------
Net Property and Equipment 4,181 6,292 28,042
Other Assets
Intangibles 2,012,067 2,253,029 2,487,473
---------------- --------------- ---------------
Total Other Assets 2,012,067 2,253,029 2,487,473
---------------- --------------- ---------------
Total Assets $ 2,475,816 $ 2,496,978 $ 3,239,594
---------------- --------------- ---------------
Liabilities and Shareholders' Deficit
Current Liabilities
Accrued expenses and payables to directors and officers $ 16,837 $ 36,258 $ 1,172,015
Accounts payable 98,102 272,544 218,338
Accrued expenses 438,945 312,347 174,677
Deferred revenue -- 3,218 133,751
Notes payable, to directors and officers, current portion 278,221 798,926 185,670
Other notes payable, current portion 2,031,417 722,289 --
---------------- --------------- ---------------
Total Current Liabilities 2,863,522 1,423,293 1,884,451
---------------- --------------- ---------------
Redeemable Warrants -- - 805,300
Long Term Liabilities
Notes payable to directors & officers 145,693 1,063,266 -
Notes payable 2,403,638 1,983,038 2,676,479
Discounts on notes payable -- (589,260) (893,046)
---------------- --------------- ---------------
Total Long Term Liabilities 2,549,331 2,457,044 1,783,433
---------------- --------------- ---------------
Total Liabilities 5,412,853 3,880,337 3,667,884
---------------- --------------- ---------------
Shareholders' Deficit
Common stock, authorized 500,000,000 shares of $0.001 par value,
71,186,345 shares outstanding at March 31, 2005, 61,323,845
outstanding at June 30, 2004, and 53,836,907 outstanding
at June 30, 2003 71,186 61,323 53,837
Capital in excess of par value 22,959,327 18,578,018 16,240,378
Accumulated deficit (25,967,550) (20,022,700) (17,527,805)
---------------- --------------- ---------------
Total Shareholders' Deficit (2,937,038) (1,383,359) (1,233,590)
---------------- --------------- ---------------
Total Liabilities and Shareholders' Deficit $ 2,475,816 $ 2,496,978 $ 3,239,594
================ =============== ===============
7
RISK FACTORS
WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING BEFORE
DECIDING TO PURCHASE OUR COMMON STOCK. IF ANY OF THESE RISKS OR UNCERTAINTIES
ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE
MATERIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
We Have A Limited Operating History With Significant Losses And Expect Losses To
Continue For The Foreseeable Future
We have only recently begun implementing our plan to prioritize and concentrate
our management and financial resources to fully capitalize on our investment in
Kronos Air Technologies and have yet to establish any history of profitable
operations. We incurred a net loss of $5.9 million for the nine months ended
March 31, 2005. We incurred a net loss of $2.5 million for the fiscal year ended
June 30, 2004. As a result, at March 31, 2005 and June 30, 2004, we had an
accumulated deficit of $26.0 million and $20.0 million, respectively. Our
revenues and cash flows from operations have not been sufficient to sustain our
operations. We have sustained our operations through the issuance of our common
stock and the incurrence of debt. We expect that our revenues and cash flows
from operations may not be sufficient to sustain our operations for the
foreseeable future. Our profitability will require the successful
commercialization of our Kronos(TM) technologies. No assurances can be given
that we will be able to successfully commercialize our Kronos(TM) technologies
or that we will ever be profitable. If we are not successful in reaching and
maintaining profitable operations we may not be able to attract sufficient
capital to continue our operations.
Our ability to continue as a going concern will be dependent upon our ability to
draw down on the Standby Equity Distribution Agreement which we have entered
into with Cornell Capital Partners. If we incur any problems in drawing down the
Standby Equity Distribution Agreement, we may experience significant liquidity
and cash flow problems. In no event will the number of shares issuable to
Cornell Capital Partners pursuant to an advance under the Standby Equity
Distribution Agreement cause it to own in excess of 9.9% of the then outstanding
common stock of Kronos. Because of this beneficial ownership limitation and
depending on Cornell Capital Partner's ability to sell sufficient shares to
reduce its holdings, we may not be able to exercise an advance notice in the
maximum amount of $1.5 million and our ability to draw down on the Standby
Equity Distribution Agreement could be significantly impaired. Our inability to
obtain adequate financing will result in the need to curtail business operations
and will likely result in a lower stock price.
There Is Substantial Doubt About Our Ability To Continue As A Going Concern Due
To Insufficient Revenues To Cover Our Operating Costs, Which Means That We May
Not Be Able To Continue Operations Unless We Obtain Additional Funding
Our independent auditors have added an explanatory paragraph to their audit
opinion issued in connection with the financial statements for the years ended
June 30, 2004 and June 30, 2003, relative to our ability to continue as a going
concern. There is substantial doubt about our ability to continue as a going
concern due to our Company's losses from operations and current liabilities
exceed current assets. We anticipate that we will incur net losses for the
immediate future. We expect our operating expenses to increase significantly,
and, as a result, we will need to generate monthly revenue if we are to continue
as a going concern. To the extent that we do not generate revenue at anticipated
rates, we do not obtain additional funding, or that increases in our operating
expenses precede or are not subsequently followed by commensurate increases in
revenue, or that we are unable to adjust operating expense levels accordingly,
we may not have the ability to continue on as a going concern. Our financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
We Will Require Significant Additional Financing To Sustain Our Operations And
Without It We Will Not Be Able To Continue Operations
8
At March 31, 2005 and June 30, 2004, we had a working capital deficit of $2.4
million and $1.2 million, respectively. The Report of our Independent Registered
Public Accounting Firm for the year ended June 30, 2004, includes an explanatory
paragraph to their audit opinion stating that our recurring losses from
operations and working capital deficiency raise substantial doubt about our
ability to continue as a going concern. For the six months ended March 31, 2005
and March 31, 2004, we had an operating cash flow deficit of $1.7 million and
$1.3 million, respectively. We currently do not have sufficient financial
resources to fund our operations or pay certain existing obligations or those of
our subsidiary. Therefore, we need substantial additional funds to continue
these operations and pay certain existing obligations.
If obtaining sufficient financing from the U. S. Navy, U. S. Army, HoMedics
and/or Cornell Capital Partners were to be unavailable and if we are unable to
commercialize and sell our products or technologies, we will need to secure
another source of funding in order to satisfy our working capital needs. Even if
we are able to access the funds available under the U. S. Navy and U.S. Army
SBIR contracts, HoMedics senior debt agreement and/or the Cornell Capital,
Equity Backed Promissory Notes and Standby Equity Distribution Agreement, we may
still need additional capital to fully implement our business, operating and
development plans. At March 31, 2005 and June 30, 2004, we had a cash balance of
$188,000 and $69,000, respectively. Should the financing we require to sustain
our working capital needs be unavailable, or prohibitively expensive when we
require it, we would be forced to curtail our business operations.
Existing Shareholders will Experience Significant Dilution from Our Sale of
Shares under the Standby Equity Distribution Agreement and Any Other Equity
Financing
The sale of shares pursuant to the Standby Equity Distribution Agreement with
Cornell Capital Partners, the exercise of HoMedics stock warrants or any other
future equity financing transaction will have a dilutive impact on our
stockholders. At a recent stock price of $0.08, we would have to issue
255,102,041 shares of common stock to draw down the entire $20 million available
to us under the Standby Equity Distribution Agreement. We are registering
156,985,871 shares of our common stock under the Standby Equity Distribution
Agreement in the accompanying registration statement. These shares would
represent approximately 69% of our outstanding common stock upon issuance. In
addition, we will pay Cornell Capital Partners a commitment fee under the
Standby Equity Distribution Agreement in the form of 2,941,175 shares of common
stock, of which 1,470,587 shares will be issued to Cornell Capital Partners on
the six (6) month anniversary of the Standby Equity Distribution Agreement and
1,470,588 shares will be issued to Cornell Capital Partners on the twelve (12)
month anniversary of the Standby Equity Distribution Agreement. As a result, our
net income per share could decrease in future periods, and the market price of
our common stock could decline. In addition, the lower our stock price is, the
more shares of common stock we will have to issue under the Equity Investment
Agreement and Standby Equity Distribution Agreement with Cornell Capital. If our
stock price is lower, then our existing stockholders would experience greater
dilution. We cannot predict the actual number of shares of common stock that
will be issued pursuant to the Standby Equity Distribution Agreement with
Cornell Capital or any other future equity financing transaction, in part,
because the purchase price of the shares will fluctuate based on prevailing
market conditions and we do not know the exact amount of funds we will need.
We May Have To Issue Additional Warrants To HoMedics If We Receive Advances
Under The Standby Equity Distribution Agreement
In connection with the First Amendment to Master Loan and Investment Agreement
with HoMedics, we amended two (2) warrants previously issued by us, issued an
additional warrant and agreed to include anti-dilution protection for HoMedics.
HoMedics is entitled, under certain circumstances, to anti-dilution protection
in order to maintain beneficial ownership of Kronos equal to 30%. The table
below shows how many additional warrants we would be required to issue to
HoMedics depending on the number of shares to be issued to Cornell Capital
Partners under the Standby Equity Distribution Agreement. The new warrants would
have an exercise price equal to $0.10 per share as previously agreed upon by
Kronos and HoMedics and as stated in the amended warrants.
Market Price: $0.08 $0.06 $0.04 $0.02
Purchase Price by Cornell Capital Partners: $0.0784 $0.0588 $0.0392 $0.0196
No. of shares issued to Cornell Capital partners
under the Standby Equity Distribution Agreement: 255,102,041 340,136,054 510,204,082 1,020,408,163
No. of Additional Warrants to be issued to HoMedics: 78,959,705 108,112,224 166,421,262 341,348,375
9
Competition In The Market For Air Movement And Purification Devices May Result
In The Failure Of The Kronos(TM) Products To Achieve Market Acceptance
Kronos presently faces competition from other companies that are developing or
that currently sell air movement and purification devices. Many of these
competitors have substantially greater financial, research and development,
manufacturing, and sales and marketing resources than we do. Many of the
products sold by Kronos' competitors already have brand recognition and
established positions in the markets that we have targeted for penetration. In
the event that the Kronos(TM) products do not favorably compete with the
products sold by our competitors, we would be forced to curtail our business
operations.
Our Failure To Enforce Protection Of Our Intellectual Property Would Have A
Material Adverse Effect On Our Business
A significant part of our success depends in part on our ability to obtain and
defend our intellectual property, including patent protection for our products
and processes, preserve our trade secrets, defend and enforce our rights against
infringement and operate without infringing the proprietary rights of third
parties, both in the United States and in other countries. Our limited amount of
capital impedes our current ability to protect and defend our intellectual
property.
The validity and breadth of our intellectual property claims in ion wind
generation and electrostatic fluid acceleration and control technology involve
complex legal and factual questions and, therefore, may be highly uncertain.
Despite our efforts to protect our intellectual proprietary rights, existing
copyright, trademark and trade secret laws afford only limited protection.
Our industry is characterized by frequent intellectual property litigation based
on allegations of infringement of intellectual property rights. Although we are
not aware of any intellectual property claims against us, we may be a party to
litigation in the future.
Possible Future Impairment Of Intangible Assets Would Have A Material Adverse
Effect On Our Financial Condition
Our net intangible assets of approximately $2.0 million as of March 31, 2005
consist principally of purchased patent technology and marketing intangibles,
which relate to the acquisition of Kronos Air Technologies, Inc. in March 2000
and to the acquisition of license rights to fuel cell, computer and
microprocessor applications of the Kronos(TM) technology not included in the
original acquisition of Kronos Air Technologies, Inc. in May 2003. Intangible
assets comprise approximately 81% of our total assets as of March 31, 2005.
Intangible assets are subject to periodic review and consideration for potential
impairment of value. Among the factors that could give rise to impairment
include a significant adverse change in legal factors or in the business
climate, an adverse action or assessment by a regulator, unanticipated
competition, a loss of key personnel, and projections or forecasts that
demonstrate continuing losses associated with these assets. In the case of our
intangible assets, specific factors that could give rise to impairment would be,
but are not limited to, an inability to obtain patents, the untimely death or
other loss of Dr. Igor Krichtafovitch, the lead inventor of the Kronos(TM)
technology and Kronos Air Technologies Chief Technology Officer, or the ability
to create a customer base for the sale or licensing of the Kronos(TM)
technology. Should an impairment occur, we would be required to recognize it in
our financial statements. A write-down of these intangible assets could have a
material adverse impact on our total assets, net worth and results of
operations.
Our Common Stock Is Deemed To Be "Penny Stock," Subject To Special Requirement
And Conditions And May Not Be A Suitable Investment
Our common stock is deemed to be "penny stock" as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are
stocks:
o With a price of less than $5.00 per share;
10
o That are not traded on a "recognized" national exchange;
o Whose prices are not quoted on the Nasdaq automated quotation system (Nasdaq
listed stock must still have a price of not less than $5.00 per share); or
o In issuers with net tangible assets less than $2.0 million (if the issuer has
been in continuous operation for at least three years) or $5.0 million (if in
continuous operation for less than three years), or with average revenues of
less than $6.0 million for the last three years.
Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to resell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.
We Rely On Management And Research Personnel, The Loss Of Whose Services Could
Have A Material Adverse Effect Upon Our Business
We rely principally upon the services of our senior executive management, and
certain key employees, including the Kronos research team, the loss of whose
services could have a material adverse effect upon our business and prospects.
Competition for appropriately qualified personnel is intense. Our ability to
attract and retain highly qualified senior management and technical research and
development personnel are believed to be an important element of our future
success. Our failure to attract and retain such personnel may, among other
things, limit the rate at which we can expand operations and achieve
profitability. There can be no assurance that we will be able to attract and
retain senior management and key employees having competency in those
substantive areas deemed important to the successful implementation of our plans
to fully capitalize on our investment in the Kronos(TM) technology, and the
inability to do so or any difficulties encountered by management in establishing
effective working relationships among them may adversely affect our business and
prospects. Currently, we do not carry key person life insurance for any of our
executive management, or key employees.
We May Not Be Able To Access Sufficient Funds When Needed Under The Standby
Equity Distribution Agreement And The Price Of Our Common Stock Will Affect Our
Ability To Draw Down On The Standby Equity Distribution Agreement
Currently, we are dependent upon external financing to fund our operations. Our
financing needs are expected to be provided, in large part, by our Standby
Equity Distribution Agreement. The amount of each advance under the Standby
Equity Distribution Agreement is subject to a maximum amount equal to $1,500,000
and Cornell Capital Partners will retain a fee of 5% of each advance. Because of
this maximum advance restriction, we may not be able to access sufficient funds
when needed. If the market price of our shares of common stock declines, we
would be required to issue more shares of common stock in order to draw down the
same dollar amount of an advance than if our stock price were higher. Our
Articles of Incorporation currently authorize Kronos to issue 500 million
shares. In the event that we do not obtain shareholder approval to amend our
Articles of Incorporation and increase our authorized common stock, we will
obtain lower net proceeds from the Standby Equity Distribution if the price of
our common stock declines.
In addition, there is an inverse relationship between the price of our common
stock and the number of shares of common stock, which will be issued under the
Standby Equity Distribution Agreement. Based on our recent stock price of $0.08,
we would have to issue to Cornell Capital Partners 255,102,041 shares of our
common stock in order to draw down the entire $20 million available to us under
the Standby Equity Distribution Agreement. If we drew down the entire $20
million under the Standby Equity Distribution Agreement, Cornell Capital
Partners would retain a fee equal to $1 million, or 5% of our advances. Pursuant
to the Standby Equity Distribution Agreement, Cornell Capital Partners will
purchase shares of Kronos common stock for a total discount of 7% of the common
stock's market price. We are registering 156,985,871 shares of our common stock
under the Standby Equity Distribution Agreement in the accompanying registration
11
statement. Our Articles of Incorporation currently authorize Kronos to issue 500
million shares and, as of May 26, 2005, we had 71,186,345 shares of common
stock issued and outstanding. In the event we desire to draw down any available
amounts remaining under the Standby Equity Distribution Agreement after we have
issued the 156,985,871 shares being registered in the accompanying registration
statement, we will have to file a new registration statement to cover such
additional shares that we would issue for additional draw downs on the Standby
Equity Distribution Agreement. Unless we obtain profitable operations, it is
unlikely that we will be able to secure additional financing from external
sources other than our Standby Equity Distribution Agreement. Therefore, if we
are unable to draw down on our Standby Equity Distribution Agreement, we may be
forced to curtail or cease our business operations.
In addition, pursuant to the terms of the Standby Equity Distribution Agreement,
Cornell Capital Partners may not own more than 9.9% of our outstanding shares of
common stock. In the event Cornell Capital Partners is unable to sell the shares
of our common stock that are issued after we receive an advance in order to keep
them below 9.9% beneficial ownership, we might not be able to draw down
additional funds when needed under the Standby Equity Distribution Agreement.
Therefore, if we are unable to draw down on our Standby Equity Distribution
Agreement, we may be forced to curtail or cease our business operations.
Our Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
Significantly
Our common stock is currently traded on the Over-the-Counter Bulletin Board.
Prior to this offering, there has been a limited public market for our common
stock and there can be no assurance that an active trading market for our common
stock will develop. As a result, this could adversely affect our shareholders'
ability to sell our common stock in short time periods, or possibly at all. Our
common stock is thinly traded compared to larger, more widely known companies in
our industry. Thinly traded common stock can be more volatile than common stock
traded in an active public market. The average daily trading volume of our
common stock in December 2004 was 165,555 shares. The high and low bid price of
our common stock for the last two years has been $0.450 and $0.085,
respectively. Our common stock has experienced, and is likely to experience in
the future, significant price and volume fluctuations, which could adversely
affect the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our common stock to fluctuate
substantially.
We May Be Unable To Manage Growth
Successful implementation of our business strategy requires us to manage our
growth. Growth could place an increasing strain on our management and financial
resources. To manage growth effectively, we will need to:
o Establish definitive business strategies, goals and objectives.
o Maintain a system of management controls.
o Attract and retain qualified personnel, as well as, develop, train and manage
management-level and other employees.
If we fail to manage our growth effectively, our business, financial condition
or operating results could be materially harmed, and our stock price may
decline.
RISKS RELATED TO THIS OFFERING
Future Sales By Our Stockholders May Adversely Affect Our Stock Price And Our
Ability To Raise Funds In New Stock Offerings
Sales of our common stock in the public market following this offering could
lower the market price of our common stock. Sales may also make it more
difficult for us to sell equity securities or equity-related securities in the
future at a time and price that our management deems acceptable or at all. Some
of our shareholders, including officers and directors are the holders of
"restricted securities". These restricted securities may be resold in the public
market only if registered or pursuant to an exemption from registration. Some of
these shares may be resold under Rule 144. As of May 26, 2005, approximately
18,843,310 shares of our common stock are deemed restricted.
12
Upon completion of this offering, and assuming all shares registered in this
offering are resold in the public market, there will be an additional
156,985,871 shares of common stock outstanding. All of these shares of common
stock may be immediately resold in the public market upon effectiveness of the
accompanying registration statement.
The Selling Stockholders Intend To Sell Their Shares Of Common Stock In The
Market, Which Sales May Cause Our Stock Price To Decline
The selling stockholders intend to sell in the public market the shares of
common stock being registered in this offering. That means that up to
164,848,371 shares of common stock, the number of shares being registered in
this offering may be sold. Such sales may cause our stock price to decline.
Cornell Capital Partners Will Pay Less Than The Then-Prevailing Market Price And
Will Have An Incentive To Sell Its Shares
Cornell Capital Partners will purchase shares of our common stock pursuant to
the Standby Equity Distribution Agreement at a purchase price that is less than
the then-prevailing market price of our common stock. Cornell Capital Partners
will have an incentive to sell any shares of Kronos common stock that it
purchases pursuant to the Standby Equity Distribution Agreement to realize a
gain on the difference between the purchase price and the then-prevailing market
price of our common stock. The terms of the Standby Equity Distribution
Agreement do not provide Cornell Capital Partners the ability to sell shares of
our common stock corresponding to a particular put if those shares have not been
delivered by Kronos to Cornell Capital Partners. To the extent Cornell Capital
Partners sells its common stock, the common stock price may decrease due to the
additional shares in the market. This could allow Cornell Capital Partners to
sell greater amounts of common stock, the sales of which would further depress
the stock price.
In addition, pursuant to the Standby Equity Distribution Agreement, Cornell
Capital Partners has the ability to sell shares of Kronos common stock
corresponding to a particular advance notice by Kronos even if such shares of
common stock have not yet been delivered to Cornell Capital Partners. Such sales
may cause our stock price to decline.
The Sale Of Material Amounts Of Common Stock Under The Accompanying Registration
Statement Could Encourage Short Sales By Third Parties
The significant downward pressure on our stock price caused by the sale of a
significant number of shares under the Standby Equity Distribution Agreement
could cause our stock price to decline, thus allowing short sellers of our stock
an opportunity to take advantage of any decrease in the value of our stock.
Short selling is where a person sells shares of stock not yet owned by that
person in the anticipation of being able to buy the stock at a later date at a
lower price per share. The presence of short sellers in our common stock may
further depress the price of our common stock.
The Price You Pay In This Offering Will Fluctuate
The price in this offering will fluctuate based on the prevailing market price
of the common stock on the Over-the-Counter Bulletin Board. Accordingly, the
price you pay in this offering may be higher or lower than the prices paid by
other people participating in this offering.
13
The Issuance Of Shares Of Common Stock Under This Offering Could Result In A
Change Of Control
We are registering 164,848,371 shares of common stock in this offering. These
shares represent approximately 33% of our authorized capital stock and would
upon issuance represent approximately 72% of the then issued and outstanding
common stock and we anticipate all such shares will be sold in this offering. If
all or a significant block of these shares are held by one or more shareholders
working together, then such shareholder or shareholders would have enough shares
to exert significant influence on Kronos in an election of directors.
FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this prospectus may contain
forward-looking statements. This information may involve known and unknown
risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from the future results,
performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology.
This prospectus contains forward-looking statements, including statements
regarding, among other things, (a) our projected sales and profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our future
financing plans and (e) our anticipated needs for working capital. These
statements may be found under "Management's Discussion and Analysis or Plan of
Operations" and "Business," as well as in this prospectus generally. Actual
events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.
14
SELLING STOCKHOLDERS
The following table presents information regarding the selling stockholders. A
description of each selling stockholder's relationship to Kronos and how each
selling stockholder acquired or will acquire the shares to be sold in this
offering is detailed in the information immediately following this table.
Percentage of Shares to be
Outstanding Acquired under Percentage of
Shares Shares the Standby Shares
Beneficially Beneficially Equity Shares to be Beneficially
Owned Before Owned Before Distribution Sold in the Owned After
Selling Stockholder Offering Offering (1) Agreement Offering Offering (1)
---------------------------------- -------------- ------------ ---------------- --------------- -------------
Cornell Capital Partners, L.P. 5,000,000 (2) 7.02% 156,985,871 (3) 161,985,871 (3) 0%
Richard Sun 1,425,000 2.00% -- 1,425,000 0%
Fred Gumbinner 400,000 * -- 400,000 0%
James Hunt 237,500 * -- 237,500 0%
Walter Mazan 190,000 * -- 190,000 0%
Sheldon Katz 142,500 * -- 142,500 0%
James Cheng 142,500 * -- 142,500 0%
Robert Balcerak 142,500 * -- 142,500 0%
New Vantage Group (4) 120,000 * -- 120,000 0%
Newbridge Securities Corporation 62,500 * -- 62,500 0%
-------------- ------------ ---------------- --------------- -------------
Total 7,862,500 11.04% 156,985,781 164,848,371 0%
============== ============ ================ =============== =============
* Less than 1%.
(1) Applicable percentage of ownership is based on 71,186,345 shares of common
stock outstanding as of May 26, 2005, together with securities exercisable or
convertible into shares of common stock within 60 days of May 26, 2005.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to securities
exercisable or convertible into shares of common stock that are currently
exercisable or exercisable within 60 days of May 26, 2005 are deemed to be
beneficially owned by the person holding such securities for the purpose of
computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.
(2) Represents 5,000,000 shares of common stock purchased in a private
placement.
(3) We are registering 156,985,871 shares of common stock to be resold by
Cornell Capital Partners under the Standby Equity Distribution Agreement. In the
event we desire to draw down any available amounts remaining under the Standby
Equity Distribution Agreement after we have issued the 156,985,871 shares being
registered in the accompanying registration statement, we will have to file a
new registration statement to cover such additional shares that we would issue
for additional draw downs under the Standby Equity Distribution Agreement.
(4) Mr. Bruster Crosby makes the investment decisions for New Vantage Group.
The following information contains a description of the selling stockholder's
relationship to Kronos and how the selling stockholder acquired the shares to be
sold in this offering. The selling stockholders have not held a position or
office, or had any other material relationship, with Kronos, except as follows:
Shares Acquired In Financing Transaction With Kronos
o Cornell Capital Partners, L.P. Cornell Capital Partners is the investor under
an equity investment agreement, Equity-Backed Promissory Notes and the Standby
Equity Distribution Agreement. All investment decisions of Cornell Capital
Partners are made by its general partner, Yorkville Advisors, LLC. Mark Angelo,
the managing member of Yorkville Advisors, makes the investment decisions on
behalf of Yorkville Advisors. Cornell Capital Partners acquired all shares being
registered in this offering in financing transactions with Kronos. That
transaction is explained below:
15
o Standby Equity Distribution Agreement. On October 15, 2004, we entered into a
prior Standby Equity Distribution Agreement with Cornell Capital Partners. On
January 28, 2005, we mutually agreed to terminate the prior Standby Equity
Distribution Agreement. On January 28, 2005, we entered into a new Standby
Equity Distribution Agreement with Cornell Capital Partners. On March 28, 2005,
we mutually agreed to terminate the January 28, 2005 Standby Equity Distribution
Agreement with Cornell Capital Partners. On April 13, 2005, we entered into a
new Standby Equity Distribution Agreement with Cornell Capital Partners.
Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically sell to Cornell Capital Partners shares of our common
stock for a total purchase price of up to $20 million. Pursuant to the Standby
Equity Distribution Agreement, Cornell Capital Partners will receive a total
underwriting discount on the purchase of our common stock equal to 7%, which
consists of the two (2) discounts described below. For each share of common
stock purchased under the Standby Equity Distribution Agreement, Cornell Capital
Partners will pay Kronos 98% of the lowest volume weighted average price of our
common stock on the Over-the-Counter Bulletin Board or other principal market on
which our common stock is traded for the 5 trading days immediately following
the notice date. Further, Cornell Capital Partners will retain a fee of 5% of
each advance under the Standby Equity Distribution Agreement. In connection with
the Standby Equity Distribution Agreement, Cornell Capital Partners will receive
a commitment fee in the form of 2,941,175 shares of our common stock. Pursuant
to the Standby Equity Distribution Agreement, of which 1,470,587 shares will be
issued to Cornell Capital Partners on the six (6) month anniversary of the
Standby Equity Distribution Agreement and 1,470,588 shares will be issued to
Cornell Capital Partners on the twelve (12) month anniversary of the Standby
Equity Distribution Agreement. The 2% discount on the purchase of the common
stock to be received by Cornell Capital Partners, the commitment fee and the 5%
retainage fee are underwriting discounts.
We are registering 156,985,871 shares in this offering that may be resold by
Cornell Capital Partners pursuant to the Standby Equity Distribution Agreement
in addition to the shares registered in this offering in connection with the
commitment fee under the Standby Equity Distribution Agreement.
o $500,000 Equity Investment. On October 15, 2004, Kronos entered into a
Securities Purchase Agreement with Cornell Capital Partners. Pursuant to the
Securities Purchase Agreement, Kronos sold 5,000,000 shares of Kronos'
restricted common stock to Cornell Capital Partners. In connection with the sale
of shares of common stock to Cornell Capital Partners, LP, Kronos and Cornell
Capital Partners entered into an Investor Registration Rights Agreement, dated
October 15, 2004, whereby Kronos is obligated to file a registration statement
with the United States Securities and Exchange Commission covering such shares
of common stock sold to Cornell Capital Partners.
o $280,000 Equity Investment. On November 16, 2004, Kronos entered into a
Securities Purchase Agreement with a group of accredited investors. Pursuant to
the Securities Purchase Agreement, Kronos sold 2,800,000 shares of Kronos'
restricted common stock to these accredited investors. In connection with the
sale of shares of common stock to accredited investors, Kronos and the investors
entered into an Investor Registration Rights Agreements, dated November 16,
2004.
There Are Certain Risks Related To Sales By Cornell Capital Partners
There are certain risks related to sales by Cornell Capital Partners, including:
o The outstanding shares are issued based on discount to the market rate. As a
result, the lower the stock price around the time Cornell Capital Partners is
issued shares, the greater chance that Cornell Capital Partners gets more
shares. This could result in substantial dilution to the interests of other
holders of common stock.
o To the extent Cornell Capital Partners sells its common stock, the common
stock price may decrease due to the additional shares in the market. This could
allow Cornell Capital Partners to sell greater amounts of common stock, the
sales of which would further depress the stock price.
o The significant downward pressure on the price of the common stock as Cornell
Capital Partners sells material amounts of common stock could encourage short
sales by third parties. This could place further downward pressure on the price
of the common stock.
16
Newbridge Securities Corporation is a registered broker-dealer that we engaged
to advise us in connection with the Standby Equity Distribution Agreement. Guy
Amico makes the investment decisions on behalf of Newbridge Securities
Corporation. We paid Newbridge Securities Corporation a fee of $10,000 payable
in 62,500 shares of our common stock. Kronos is registering these shares in this
offering. Newbridge Securities Corporation received these shares in the ordinary
course of business and at the time of the issuance of the shares to be resold,
Newbridge Securities Corporation had no agreements or understandings, directly
or indirectly, with any person to distribute these shares.
17
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and
resold from time to time by the selling stockholders. There will be no proceeds
to us from the resale of shares of common stock in this offering. However, we
will receive the proceeds from the sale of shares of common stock to Cornell
Capital Partners under the Standby Equity Distribution Agreement. Cornell
Capital Partners will purchase shares of Kronos' common stock for a total
discount of 7% of the common stock's market price.
Kronos is registering 156,985,871 shares of common stock for issuance under the
Standby Equity Distribution Agreement. At a recent price of $0.08 per share,
Kronos would receive gross proceeds of $12,307,692 and net proceeds equal to
$11,607,307 (after the 5% retainage fee to Cornell Capital Partners and $85,000
in offering expenses).
For illustrative purposes, we have set forth below our intended use of proceeds
for the range of net proceeds indicated below to be received under the Standby
Equity Distribution Agreement. The table assumes estimated offering expenses of
$85,000 plus 5% retainage payable to Cornell Capital Partners.
Gross Proceeds $ 4,000,000 $ 10,000,000 $ 15,000,000 $ 20,000,000
5% Retainage 200,000 500,000 750,000 1,000,000
Offering Expenses 85,000 85,000 85,000 85,000
------------- ------------- ------------- -------------
Net Proceeds $ 3,715,000 $ 9,415,000 $ 14,165,000 $ 18,915,000
============= ============= ============= =============
Use of Proceeds:
Corporate and Working Capital 3,715,000 9,415,000 14,165,000 18,915,000
------------- ------------- ------------- -------------
Total $ 3,715,000 $ 9,415,000 $ 14,165,000 $ 18,915,000
============= ============= ============= =============
Kronos has represented to Cornell Capital Partners that the net proceeds we
receive under the Standby Equity Distribution Agreement will be used for general
corporate purposes. The principal reason for us entering into the Standby Equity
Distribution Agreement and this offering is that we estimate that achievement of
our business plan will require substantial additional funding, including
approximately $4,000,000 over the next 12 months. In no event will the net
proceeds we receive under the Standby Equity Distribution Agreement be used by
Kronos for the payment (or loaned to any such person for the payment) of any
judgment, or other liability, incurred by any executive officer, officer,
director or employee of Kronos, except for any liability owed to such person for
services rendered, or if any judgment or other liability is incurred by such
person originating from services rendered to Kronos or Kronos has indemnified
such person from liability.
18
DILUTION
The net tangible book value of our Company as of March 31, 2005 was ($4,949,104)
or ($0.0695) per share of common stock outstanding at May 31, 2005. Net tangible
book value per share is determined by dividing the tangible book value of our
Company (total tangible assets less total liabilities) by the number of
outstanding shares of our common stock. Since this offering is being made solely
by the selling stockholders and none of the proceeds will be paid to our
Company, our net tangible book value will be unaffected by this offering. Our
net tangible book value, however, will be impacted by the common stock to be
issued under the Standby Equity Distribution Agreement. The amount of dilution
will depend on the offering price and number of shares to be issued under the
standby equity distribution agreement. The following example shows the dilution
to new investors at an offering price of $0.0784 per share, which is 98% of a
recent share price of $0.08.
If we assume that our Company had issued 255,102,041 shares of common stock
under the Standby Equity Distribution Agreement at an assumed offering price of
$0.0784 per share (i.e., the maximum number of shares needed in order to raise a
total of $20 million available under the Standby Equity Distribution Agreement),
less retention fees of $1,000,000 and offering expenses of $85,000, our net
tangible book value as of March 31, 2005 would have been $13,965,896 or $0.0428
per share. Such an offering would represent an immediate increase in net
tangible book value to existing stockholders of $0.1123 per share and an
immediate dilution to new stockholders of $0.0325 per share. The following table
illustrates the per share dilution:
Assumed public offering price per share $0.0784
Net tangible book value per share before this offering $(0.0695)
Increase attributable to new investors $0.1123
---------
Net tangible book value per share after this offering $0.0428
--------
Dilution per share to new stockholders $0.0356
========
The offering price of our common stock is based on the then-existing market
price. In order to give prospective investors an idea of the dilution per share
they may experience, we have prepared the following table showing the dilution
per share at various assumed offering prices:
Assumed No. of Shares to be Dilution Per Share to
Offering Price Issued (1) New Investors
-------------------- ----------------------- ------------------------
$0.0784 255,102,041 $0.0356
$0.0588 340,136,054 $0.0248
$0.0392 540,204,082 $0.0152
$0.0196 1,020,408,163 $0.0068
---------------
(1) Kronos is registering 156,985,871 shares of common stock for issuance under
the Standby Equity Distribution Agreement.
19
STANDBY EQUITY DISTRIBUTION AGREEMENT
Summary. On October 15, 2004, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. On January 28, 2005, we mutually agreed
to terminate the Standby Equity Distribution Agreement. On January 28, 2005, we
entered into a new Standby Equity Distribution Agreement with Cornell Capital
Partners. On March 28, 2005, we mutually agreed to terminate the January 28,
2005 Standby Equity Distribution Agreement with Cornell Capital Partners. On
April 13, 2005, we entered into a new Standby Equity Distribution Agreement with
Cornell Capital Partners. Pursuant to the Standby Equity Distribution Agreement,
we may, at our discretion, periodically sell to Cornell Capital Partners shares
of our common stock for a total purchase price of up to $20 million. Pursuant to
the Standby Equity Distribution Agreement, Cornell Capital Partners will receive
a total underwriting discount on the purchase of our common stock equal to 7%,
which consists of the two (2) discounts described below. For each share of
common stock purchased under the Standby Equity Distribution Agreement, Cornell
Capital Partners will pay us 98% of the lowest volume weighted average price of
our common stock on the Over-the-Counter Bulletin Board or other principal
market on which our common stock is traded for the 5 days immediately following
the notice date.
Cornell Capital Partners is a private limited partnership whose business
operations are conducted through its general partner, Yorkville Advisors, LLC.
Further, Cornell Capital Partners will retain a fee of 5% of each advance under
the Standby Equity Distribution Agreement. In addition, we will pay Cornell
Capital Partners a commitment fee under the Standby Equity Distribution
Agreement in the form of 2,941,175 shares of common stock, of which 1,470,587
shares will be issued to Cornell Capital Partners on the six (6) month
anniversary of the Standby Equity Distribution Agreement and 1,470,588 shares
will be issued to Cornell Capital Partners on the twelve (12) month anniversary
of the Standby Equity Distribution Agreement. The 2% discount on the purchase of
the common stock to be received by Cornell Capital Partners, the commitment fee
and the 5% retainage fee are underwriting discounts. In the event the Standby
Equity Distribution Agreement is terminated in accordance with the terms of the
agreement, or Kronos does not forward any advance notices during the term of the
agreement, Cornell Capital Partners will return 2,500,000 shares of common stock
issued previously as a commitment fee. We also paid Cornell Capital Partners a
non-refundable due-diligence fee equal to $2,500 to defray the costs of
performing due diligence on us.
In addition, we engaged Newbridge Securities Corporation, a registered
broker-dealer, to advise us in connection with the Standby Equity Distribution
Agreement. For its services, Newbridge Securities Corporation received a fee of
$10,000 paid in 62,500 shares of our common stock. We paid counsel to Cornell
Capital Partners $15,000 for their legal, administrative and escrow fees. In
addition, on each advance date, we will pay counsel to Cornell Capital Partners
the sum of $500 for additional legal, administrative and escrow fees. Kronos is
registering 156,985,871 shares of common stock for the Standby Equity
Distribution Agreement pursuant to the accompanying registration statement. The
costs associated with this registration will be borne by us. There are no other
significant closing conditions to draws under the Standby Equity Distribution
Agreement.
Standby Equity Distribution Agreement Explained. Pursuant to the Standby Equity
Distribution Agreement, we may periodically sell shares of common stock to
Cornell Capital Partners to raise capital to fund our working capital needs. The
periodic sale of shares is known as an advance. We may request an advance every
7 trading days with a maximum of $1,500,000 per advance. A closing will be held
6 trading days after such written notice at which time we will deliver shares of
common stock and Cornell Capital Partners will pay the advance amount. Pursuant
to the Standby Equity Distribution Agreement, within two (2) business days after
an advance notice date, Kronos will credit shares of common stock to the balance
account with the Depository Trust Company of Cornell Capital Partners' counsel
in an amount equal to the amount of the requested advance divided by the closing
bid price of the common stock as of the advance notice date multiplied by one
point one (1.1). Any excess shares will be credited to the next advance. In no
event will the number of shares issuable to Cornell Capital Partners pursuant to
an advance cause it to own in excess of 9.9% of the then outstanding common
stock of Kronos.
We may request advances under the Standby Equity Distribution Agreement once the
underlying shares are registered with the Securities and Exchange Commission.
Thereafter, we may continue to request advances until Cornell Capital Partners
has advanced $20 million or 24 months after the effective date of the
accompanying registration statement, whichever occurs first.
20
The amount of each advance is limited to a maximum draw down of $1,500,000 every
7 trading days and Cornell Capital Partners will retain a fee of 5% of each
advance. At a recent stock price of $0.08, we would have to issue 19,132,653
shares of common stock to Cornell Capital Partners to draw down the maximum
advance amount of $1,500,000, of which Cornell Capital Partners will retain
$75,000 as a retainage fee. The amount available under the Standby Equity
Distribution Agreement is not dependent on the price or volume of our common
stock. Our ability to request advances are conditioned upon us registering the
shares of common stock with the Securities and Exchange Commission. In addition,
we may not request advances if the shares to be issued in connection with such
advances would result in Cornell Capital Partners owning more than 9.9% of our
outstanding common stock.
We do not have any agreements with Cornell Capital Partners regarding the
distribution of such stock, although Cornell Capital Partners has indicated that
it intends to promptly sell any stock received under the Standby Equity
Distribution Agreement. In no event will the number of shares issuable to
Cornell Capital Partners pursuant to an advance under the Standby Equity
Distribution Agreement cause it to own in excess of 9.9% of the then outstanding
common stock of Kronos. Because of this beneficial ownership limitation and
depending on Cornell Capital Partner's ability to sell sufficient shares to
reduce its holdings, we may not be able to exercise an advance notice in the
maximum amount of $1.5 million and our ability to draw down on the Standby
Equity Distribution Agreement could be significantly impaired.
We cannot predict the actual number of shares of common stock that will be
issued pursuant to the Standby Equity Distribution Agreement, in part, because
the purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend to
draw. Nonetheless, we can estimate the number of shares of our common stock that
will be issued using certain assumptions. Assuming we issued the number of
shares of common stock being registered in the accompanying registration
statement to be available under the Standby Equity Distribution Agreement, at a
recent price of $0.08 per share, we would issue 255,102,041 shares of common
stock to Cornell Capital Partners for gross proceeds of $20 million. We are
registering 156,985,871 shares of common stock to be resold by Cornell Capital
Partners pursuant to Standby Equity Distribution Agreement. These shares would
represent approximately 69% of our outstanding common stock upon issuance.
You should be aware that there is an inverse relationship between our stock
price and the number of shares to be issued under the Standby Equity
Distribution Agreement. That is, as our stock price declines, we would be
required to issue a greater number of shares under the Standby Equity
Distribution Agreement for a given advance. The issuance of a larger number of
shares under the Standby Equity Distribution Agreement may result in a change of
control. That is, if all or a significant block of such shares are held by one
or more shareholders working together, then such shareholder or shareholders
would have enough shares to assume control of Kronos by electing its or their
own directors.
You should also be aware that in order for us to utilize the full $20 million
available under the Standby Equity Distribution Agreement, it may be necessary
for our shareholders to approve an increase in our authorized common stock and
for us to register additional shares of common stock. Kronos is authorized in
its Articles of Incorporation to issue up to 500,000,000 shares of common stock.
As of May 26, 2005, Kronos had 71,186,345 shares of common stock outstanding.
Kronos is registering 156,985,871 shares of common stock hereunder to be issued
under the Standby Equity Distribution Agreement. You should be aware that there
is an inverse relationship between our stock price and the number of shares to
be issued under the Standby Equity Distribution Agreement. That is, as our stock
price declines, we would be required to issue a greater number of shares under
the Standby Equity Distribution Agreement for a given advance. This inverse
relationship is demonstrated by the following table, which shows the number of
shares to be issued under the Standby Equity Distribution Agreement at a recent
price of $0.08 per share and 25%, 50% and 75% discounts to the recent price. In
addition, in connection with the First Amendment to Master Loan and Investment
Agreement with HoMedics (as described more completely in the "Liquidity and
Capital Resources" section of "Management's Discussion and Analysis"), we
amended two (2) warrants previously issued by us and agreed to include
anti-dilution protection for HoMedics. HoMedics is entitled, under certain
circumstances, to anti-dilution protection in order to maintain beneficial
ownership of Kronos equal to 30%. The table below also shows how many additional
warrants Kronos would have to issue to HoMedics pursuant to the anti-dilution
provisions in the warrants issued to HoMedics. The new warrants would have an
exercise price equal to $0.10 per share as previously agreed upon by Kronos and
HoMedics and as stated in the amended warrants.
21
Market Price: $0.08 $0.06 $0.04 $0.02
Purchase Price: $0.0784 $0.0588 $0.0392 $0.0196
No. of Shares
Issued to Cornell
Capital Partners: 255,102,041(1) 340,136,054(1) 510,204,082(1) 1,020,408,163(1)
No. of Additional
Warrants To Be
Issued to HoMedics: 78,957,705 108,112,224 166,421,262 341,348,375
(1) Kronos is registering 156,985,871 shares of common stock under the Standby
Equity Distribution Agreement.
Based on our recent stock price of $0.08, we would have to issue to Cornell
Capital Partners 255,102,041 shares of our common stock in order to draw down
the entire $20 million available to us under the Standby Equity Distribution
Agreement. If we drew down the entire $20 million under the Standby Equity
Distribution Agreement, Cornell Capital Partners would retain a fee equal to $1
million, or 5% of our advances. We are registering 156,985,871 shares of common
stock to be resold by Cornell Capital Partners pursuant to the Standby Equity
Distribution Agreement. Assuming we issue the number of shares of common stock
being registered in the accompanying registration statement to be available
under the Standby Equity Distribution agreement, at a recent stock price of
$0.08 per share, we would issue 156,985,871 shares of common stock to Cornell
Capital partners to receive a maximum amount of gross proceeds equal to
$12,307,692 and net proceeds equal to $11,607,307 (after the 5% retainage fee to
Cornell Capital Partners and $85,000 in offering expenses). As of May 26, 2005,
we had 71,186,345 shares of common stock issued and outstanding.
Proceeds used under the Standby Equity Distribution Agreement will be used in
the manner set forth in the "Use of Proceeds" section of this prospectus. We
cannot predict the total amount of proceeds to be raised in this transaction
because we have not determined the total amount of the advances we intend to
draw.
Pursuant to the Standby Equity Distribution Agreement, we have agreed that
during the commitment period of the Standby Equity Distribution Agreement, and
except as set forth in our previously filed documents with the Securities and
Exchange Commission and as set forth in our loan transaction documents with
HoMedics, Inc., we will not (i) issue or sell any of our common stock or
preferred stock without consideration or for a consideration per share less than
the bid price of our common stock on the date of issuance or (ii) issue or sell
any warrant, option, right, contract, call, or other security or instrument
granting the holder the right to acquire our common stock without consideration
or for a consideration per share less than the bid price of our common stock on
the date of issuance.
We expect to incur expenses of approximately $85,000 in connection with this
registration, consisting primarily of professional fees. In connection with the
Standby Equity Distribution Agreement, we will pay to Cornell Capital Partners a
one-time commitment fee of in the form of 2,941,175 shares of Kronos common
stock, of which, 1,470,587 shares will be issued to Cornell Capital Partners on
the six (6) month anniversary of the Standby Equity Distribution Agreement and
1,470,588 shares will be issued on the twelve (12) month anniversary of the
Standby Equity Distribution Agreement. In addition, we issued 62,500 shares of
common stock to Newbridge Securities Corporation, a registered broker-dealer, as
a placement agent fee.
22
PLAN OF DISTRIBUTION
The selling stockholders have advised us that the sale or distribution of our
common stock owned by the selling stockholders may be effected directly to
purchasers by the selling stockholders, and with the exception of Cornell
Capital Partners as principal or through one or more underwriters, brokers,
dealers or agents from time to time in one or more transactions (which may
involve crosses or block transactions) on the over-the-counter market. In the
event our stock is traded on any market other than the over-the-counter market,
we will file a post-effective amendment to the accompanying registration
statement. Any of such transactions may be effected at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
varying prices determined at the time of sale or at negotiated or fixed prices,
in each case as determined by the selling stockholders or by agreement between
the selling stockholders and underwriters, brokers, dealers or agents, or
purchasers. If the selling stockholders effect such transactions by selling
their shares of common stock to or through underwriters, brokers, dealers or
agents, such underwriters, brokers, dealers or agents may receive compensation
in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of common stock for whom they may
act as agent (which discounts, concessions or commissions as to particular
underwriters, brokers, dealers or agents may be in excess of those customary in
the types of transactions involved). The selling stockholders and any brokers,
dealers or agents that participate in the distribution of the common stock may
be deemed to be underwriters, and any profit on the sale of common stock by them
and any discounts, concessions or commissions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.
Cornell Capital Partners is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
Standby Equity Distribution Agreement. Cornell Capital Partners will receive a
total underwriting discount of 7% in connection with its purchase of shares
under the Standby Equity Distribution Agreement, which consists of two (2)
discounts described below. Cornell Capital Partners will pay us 98% of the
lowest volume weighted average price of our common stock on the Over-the-Counter
Bulletin Board or other principal trading market on which our common stock is
traded for the 5 days immediately following the advance date. In addition,
Cornell Capital Partners will retain 5% of each advance under the Standby Equity
Distribution Agreement. The 2% discount, the 5% retention and the one-time
commitment fee are underwriting discounts. We engaged Newbridge Securities
Corporation, a registered broker-dealer, to advise us in connection with the
Standby Equity Distribution Agreement. For its services, Newbridge Securities
Corporation received $10,000, which was paid by the issuance of 62,500 shares of
our common stock. Pursuant to a Placement Agent Agreement, Newbridge Securities
Corporation provided services consisting of reviewing the terms of the Standby
Equity Distribution Agreement and advising us with respect to those terms. The
Placement Agent Agreement is co-terminus with and will terminate upon the same
terms as the Standby Equity Distribution Agreement. Newbridge Securities
Corporation is not participating in the distribution of our common stock.
Pursuant to the terms of the Placement Agent Agreement, Kronos agreed to advise
Newbridge Securities Corporation of any material adverse change in Kronos and to
use commercially reasonable efforts to cause a registration statement connection
with the Standby Equity Distribution Agreement to be declared effective. In
addition, Kronos agreed to indemnify Newbridge Securities Corporation against
any and all claims arising out of or based upon any untrue statement of a
material fact by Kronos contained in the Placement Agent Agreement and/or any
offering materials with respect to the Standby Equity Distribution Agreement.
Cornell Capital Partners was formed in February 2000 as a Delaware limited
partnership. Cornell Capital Partners is a domestic hedge fund in the business
of investing in and financing public companies. Cornell Capital Partners does
not intend to make a market in our stock or to otherwise engage in stabilizing
or other transactions intended to help support the stock price. Prospective
investors should take these factors into consideration before purchasing our
common stock.
In consideration of Cornell Capital Partners' execution and delivery of the
Standby Equity Distribution Agreement, Kronos will indemnify Cornell Capital
Partners, and all of its officers, directors, partners, employees and agents,
from and against any and all actions, causes of actions, suits, claims, losses,
costs, penalties, fees, liabilities and damages incurred by the indemnified
party as a result of, or relating to: (i) any misrepresentation or breach of any
representation or warranty made by Kronos in the Standby Equity Distribution
Agreement or Registration Rights Agreement in connection therewith or any other
document contemplated thereby; (ii) any breach of any covenant, agreement or
23
obligation of Kronos contained in the Standby Equity Distribution or the
Registration Rights Agreement in connection therewith or any other document
contemplated thereby; or (iii) any cause of action, suit or claim brought
against such indemnified party and arising out of or resulting from the
execution, delivery, performance or enforcement of the Standby Equity
Distribution Agreement or any document in connection therewith.
Under the securities laws of certain states, the shares of common stock may be
sold in such states only through registered or licensed brokers or dealers. The
selling stockholders are advised to ensure that any underwriters, brokers,
dealers or agents effecting transactions on behalf of the selling stockholders
are registered to sell securities in all fifty states. In addition, in certain
states the shares of common stock may not be sold unless the shares have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
We will pay all the expenses incident to the registration, offering and sale of
the shares of common stock to the public hereunder other than commissions, fees
and discounts of underwriters, brokers, dealers and agents. We have agreed to
indemnify Cornell Capital Partners and its controlling persons against certain
liabilities, including liabilities under the Securities Act. We estimate that
the expenses of the offering to be borne by us will be approximately $85,000.
The offering expenses consist of: a SEC registration fee of $1,550, printing
expenses of $2,500, accounting fees of $20,000, legal fees of $50,000 and
miscellaneous expenses of $10,950. We will not receive any proceeds from the
sale of any of the shares of common stock by the selling stockholders. We will,
however, receive proceeds from the sale of common stock under the Standby Equity
Distribution Agreement.
The selling stockholders are subject to the applicable provisions of the
Securities Exchange Act of 1934, as amended, and its regulations, including
Regulation M. The anti-manipulation provisions of Regulation M under the
Exchange Act will apply to purchases and sales of shares of common stock by the
selling stockholders and there are restrictions on market-making activities by
persons engaged in the distribution of the shares. Under Registration M, the
selling stockholders or their agents may not bid for, purchase, or attempt to
induce any person to bid for or purchase, shares of our common stock while such
selling stockholders are distributing shares covered by this prospectus. The
selling stockholders are advised that if a particular offer of common stock is
to be made on terms constituting a material change from the information set
forth above with respect to the Plan of Distribution, then, to the extent
required, a post-effective amendment to the accompanying registration statement
must be filed with the Securities and Exchange Commission.
Cornell Capital Partners is prohibited from short selling and/or other hedging
activity pursuant to the terms of the Standby Equity Distribution Agreement.
Kronos is not aware of any other selling stockholders' intentions regarding
short selling and/or other hedging activity.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following information should be read in conjunction with the consolidated
financial statements of Kronos and the notes thereto appearing elsewhere in this
filing. Statements in this Management's Discussion and Analysis and elsewhere in
this prospectus that are not statements of historical or current fact constitute
"forward-looking statements." For an overview of Kronos please see the section
entitled Description of the Business which follows this section.
General
Kronos Advanced Technologies, Inc. is is an application development and
licensing company that has developed and patented technology that fundamentally
changes the way air is moved, filtered and sterilized. Kronos is pursuing
commercialization of its proprietary technology in a limited number of markets;
and if we are successful, we intend to enter additional markets in the future.
To date, our ability to execute our strategy has been restricted by our limited
amount of capital.
Technology Description and Benefits
The Kronos(TM) technology combines high voltage electronics and electrodes. By
combining these technologies, a Kronos(TM)-based device can both move and clean
air without any moving parts. Kronos(TM) devices are versatile, energy- and
cost-efficient and capable of multiple design forms. As a result, Kronos(TM)
devices have the potential to be used as a standalone product or to replace a
range of heating, ventilation and air conditioning products for residential
usage to high efficiency particulate air filtration systems for operating and
manufacturing clean rooms.
The proprietary Kronos(TM) technology involves the application of high voltage
management across paired electrical grids to create an ion exchange that moves
and purifies air. Kronos(TM) technology has numerous valuable characteristics.
It moves air and gases at high velocities while removing odors, smoke and
particulates and killing pathogens, including bacteria, mold and spores. The
technology is cost-effective and is more energy efficient than current
alternative fan and filter (including HEPA filter and ultraviolet light based)
technologies. Although no commercial products using the Kronos(TM) technology
have been sold to date, in August 2004, the Company and its strategic consumer
products partner, HoMedics, initiated the transition to mass production of the
Kronos-based consumer standalone product line.
A number of the scientific claims of the Kronos(TM) technology have been tested
by the U. S. government and a few multi-national companies, including the U. S.
Department of Energy, the U. S. Department of Defense, General Dynamics,
Underwriters Laboratory, and Intel. Independent laboratory testing has verified
the purification capability of the Kronos(TM) technology. Tests conducted at
MicroTest Laboratories, LMS Industries and New Hampshire Materials Laboratory
demonstrated HEPA Clean Room Class 1000 quality particulate reduction, removal
of over 99.97% of 0.1 micron and above size particles, and up to 95% reduction
of hazardous gases, including numerous contaminants found in cigarette smoke.
Intertek, one of the global leaders for testing electrical and electronic
products, performed tobacco smoke elimination tests in accordance with ANSI/AHAM
AC-1-1988 standard entitled "American National Standard Method for Measuring
Performance of Portable Household Electric Cord-Connected Room Air Cleaners."
The test demonstrated a Clean Air Delivery Rate (CADR) for the Kronos air
purifier of over 300. These results place the Kronos(TM) device in one of the
highest categories of particulate cleaning for standalone devices.
Market Segmentation
Kronos` business development strategy is to sell and license the Kronos(TM)
technology to six distinct market segments: (1) air movement and purification
(residential, health care, hospitality, and commercial facilities); (2) air
purification for unique spaces (cleanrooms, airplanes, automotive, and cruise
ships); (3) specialized military (naval vessels, closed vehicles and mobile
facilities); (4) embedded cooling and cleaning (electronic devices and medical
equipment); (5) industrial scrubbing (produce storage and diesel and other
emissions); and (6) hazardous gas destruction (incineration and chemical
facilities).
25
Kronos` focus is on the first four of these market segments which are described
in more detail below. Kronos is currently developing products for the air
movement and purification, air purification for unique spaces, and specialized
military markets through specific customer contracts. Kronos is currently
undertaking research and development in the embedded micro cooling market using
Company funds and a third party grant. These contracts and grant are described
in more detail in the Technology Application and Product Development section of
this filing.
o Air Movement and Purification. Indoor air pollution, including "sick building
syndrome" and "building related illness," is primarily caused by inadequate
ventilation, chemical contaminants from indoor and outdoor sources and
biological contaminants. There is also a demand for smaller devices that move,
heat and deodorize the indoor air stream. The addressable air movement and
purification segment is made up of four target markets: (1) residential, (2)
health care, (3) hospitality and (4) commercial.
o Air Purification for Unique Spaces. Electronics, semiconductor,
pharmaceutical, aerospace, medical and many other producers depend on cleanroom
technology. As products such as electronic devices become smaller, the chance of
contamination in manufacturing becomes higher. For pharmaceutical companies,
clean, safe and contaminant-free products are imperative to manufacturing and
distributing a viable product. Other potential applications for the Kronos(TM)
technology include closed environments such as aircraft, cruise ships and other
transportation modes that require people to breathe contaminated, re-circulated
air for extended periods. Kronos is building on its product development effort
with its strategic partner in the business jet market and the U.S. military to
serve other closed environment applications.
o Specialized Military. Military personnel face the worst of all possible
worlds: indoor air pollution, often in very confined spaces for extended
periods, combined with the threat of biological warfare, nuclear fallout, and
other foreign elements. We believe that the military market segment offers
Kronos a unique opportunity to leverage the technical and funding resources of
the U. S. military to expand Kronos` ability to develop and produce
Kronos(TM)-based air movers and purifiers for applications that require these
products to be embedded into ventilation systems to address the needs of
military personnel.
o Embedded Cooling. Heat generation is becoming a major bottleneck in high
density electronics. We believe that the embedded cooling market segment offers
Kronos a near term opportunity to develop an alternative to fans for air
movement and cooling inside of personal computers , servers and medical
diagnostic equipment and a long term opportunity to develop micro channel
cooling solutions for next generation microchips.
Technology Application And Product Development
To best serve Kronos` targeted market segments, our Company is developing
specific product applications across two distinct product application platforms.
A Kronos(TM) device can be either used as a standalone product or can be
embedded. Standalone products are self-contained and only require the user to
plug the Kronos(TM) device into a wall outlet to obtain air filtration for their
home, office or hotel room. Embedded applications of the Kronos(TM) technology
require the technology be added into another system such as a building
ventilation system for more efficient air movement and filtration or into an
electrical device such as computer or medical equipment to replace the cooling
fan.
Critical Accounting Policies
Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Allowance for Doubtful Accounts. We provide a reserve against our receivables
for estimated losses that may result from our customers' inability to pay. These
reserves are based on potential uncollectible accounts, aged receivables,
historical losses and our customers' credit-worthiness. Should a customer's
account become past due, we generally will place a hold on the account and
discontinue further shipments and/or services provided to that customer,
minimizing further risk of loss.
26
Valuation of Goodwill, Intangible and Other Long Lived Assets. We use
assumptions in establishing the carrying value, fair value and estimated lives
of our long-lived assets and goodwill. The criteria used for these evaluations
include management's estimate of the asset's ability to generate positive income
from operations and positive cash flow in future periods compared to the
carrying value of the asset, the strategic significance of any identifiable
intangible asset in our business objectives, as well as the market
capitalization of Kronos. We have used certain key assumptions in building the
cash flow projections required for evaluating the recoverability of our
intangible assets. We have assumed revenues from the following applications of
the Kronos technology: consumer stand-alone devices, assisted care/skilled
nursing stand-alone devices, embedded devices in the hospitality industry and in
specialized military applications. Expenses/cash out flows in our projections
include sales and marketing, production, distribution, general and
administrative expenses, research and development expenses and capital
expenditures. These expenses are based on management estimates and have been
compared with industry norms (relative to sales) to determine their
reasonableness. We use the same key assumptions for our cash flow evaluation as
we do for internal budgeting, lenders and other third parties; therefore, they
are internally and externally consistent with financial statement and other
public and private disclosures. We are not aware of any negative implications
resulting from the projections used for purposes of evaluating the
appropriateness of the carrying value of these assets. If assets are considered
to be impaired, the impairment recognized is the amount by which the carrying
value of the assets exceeds the fair value of the assets. Useful lives and
related amortization or depreciation expense are based on our estimate of the
period that the assets will generate revenues or otherwise be used by Kronos.
Factors that would influence the likelihood of a material change in our reported
results include significant changes in the asset's ability to generate positive
cash flow, loss of legal ownership or title to the asset, a significant decline
in the economic and competitive environment on which the asset depends,
significant changes in our strategic business objectives, and utilization of the
asset.
Valuation of Deferred Income Taxes. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The likelihood of a material change in our expected realization of these assets
is dependent on our ability to generate future taxable income, our ability to
deduct tax loss carryforwards against future taxable income, the effectiveness
of our tax planning and strategies among the various tax jurisdictions that we
operate in, and any significant changes in the tax treatment received on our
business combinations.
Revenue Recognition. We recognize revenue in accordance with Securities and
Exchange Commission Staff Bulletin 104 ("SAB 104"). Further, Kronos Air
Technologies recognizes revenue on the sale of custom-designed contract sales
under the percentage-of-completion method of accounting in the ratio that costs
incurred to date bear to estimated total costs. For uncompleted contracts where
costs and estimated profits exceed billings, the net amount is included as an
asset in the consolidated balance sheet. For uncompleted contracts where
billings exceed costs and estimated profits, the net amount is included as a
liability in the consolidated balance sheet. Sales are reported net of
applicable cash discounts and allowances for returns.
Results Of Operations
Consolidated Statement Of Operations For The Quarter Ended March 31, 2005
The Company's net loss for the nine months ended March 31, 2005 was $5,945,000,
compared with a net loss of $1,735,000 for the corresponding period of the prior
year. The increase in the net loss was primarily the result of the restructuring
of the HoMedics debt (refer to Note 10 - Commitments and Contingencies) which
resulted in a non-cash charge to operations of $3,857,000.
The Company's net operating loss for the nine months ended March 31, 2005
increased by 26% to $1,677,000, compared with a net operating loss of $1,336,000
for the corresponding period of the prior year. The $341,000 increase in the net
operating loss was primarily the result of an increase in selling, general and
administrative expenses ($282,000) and a decrease in gross profit ($59,000).
27
Revenue. Revenues are generated through sales of Kronos(TM) devices, and fees
earned from licensing the Kronos(TM) technology and providing technical services
to our customers at Kronos Air Technologies, Inc. Revenue for the nine months
ended March 31, 2005 was $430,000. These revenues were primarily from our U.S.
Navy SBIR Phase II and U. S. Army SBIR Phase II contracts. Revenue of $342,000
recorded during the corresponding period of the prior year was primarily from
our HoMedics, U. S. Navy SBIR Phase II and U. S. Army SBIR Phase I and Phase I
Option contracts.
Cost of sales. Cost of sales for the nine months ended March 31, 2005 was
$375,000 compared to $228,000 for the corresponding period of the prior year,
respectively. Cost of sales in the current year was primarily development costs
associated with our U. S. Navy SBIR and U. S. Army SBIR contracts. Prior year
cost of sales related to revenue from our HoMedics, U. S. Navy SBIR and U. S.
Army SBIR contracts.
Gross profit. Gross profit for the nine months ended March 31, 2005 was $55,000
compared to $114,000 for the corresponding period of the prior year because of
the increased cost to build products under contract for the U.S. Navy and U.S.
Army, partially offset by the increase in revenue from these contracts.
Selling and other general administrative expenses. Selling, general and
administrative expenses for the nine months ended March 31, 2005 increased 19%
to $1,732,000 compared to $1,450,000 for the corresponding period of the prior
year. This $282,000 increase was primarily the result of an increase in
compensation and benefits ($263,000) due to the expansion of the Company's
research and product development team and an increase in the cost of health
benefits, an increase in depreciation and amortization ($84,000) because of the
increase in amortization of expenditures for intellectual property development
and for research and product development, an increase in insurance ($28,000)
because of the increase in directors and officers and product liability
insurance, an increase in research and development ($12,000) because the company
expanded its development of new products, partially offset by a decrease in
professional services ($108,000) because of a decrease in legal and accounting
expenses and the capitalization of patent counsel expenditures for the
development of the Company's intellectual property.
Loss on Debt Restructuring. Loss on debt restructuring for the nine months ended
March 31, 2005 was $3,857,000 and represented the non-cash charge to operations
for the cost to restructure the HoMedics debt, including the cost to issue 26
million warrants (refer to Note 10 - Commitments and Contingencies).
Other income. Other income for the nine months ended March 31, 2004 was $22,000
and was consideration earned from the assignment of the Company's stock
repurchase rights to Fusion Capital who made a partial repurchase of the
Company's stock used in May 2003 to acquire the remaining license rights to the
Kronos(TM) technology not included in the original acquisition of Kronos Air
Technologies, Inc.
Interest expense. Interest expenses for the nine months ended March 31, 2005 was
$411,000 compared to $421,000 for the corresponding period of the prior year.
Consolidated Balance Sheet As Of March 31, 2005
Our total assets at March 31, 2005 and June 30, 2004 were $2,476,000 and
$2,497,000, respectively. Total assets at March 31, 2005 were comprised
primarily of $2,012,000 of patents/intellectual property, $223,000 of prepaid
assets and $188,000 of cash. Total assets at June 30, 2004 were comprised
primarily of $2,253,000 of patents/intellectual property. Total current assets
at March 31, 2005 and June 30, 2004 were $460,000 and $238,000, respectively,
while total current liabilities for those same periods were $2,864,000 and
$1,423,000, respectively, creating a working capital deficit of $2,404,000 and
$1,186,000 at each respective period end. This 103% increase in the working
capital deficit was primarily the result of increases in the current portion of
notes payable ($1,511,000) offset by an increase in prepaid assets ($152,000)
and in cash ($119,000). The increase in the current portion of notes payable was
the result of the Company incurring $2,000,000 in short term debt financing from
Cornell Capital Partners, partially offset by the conversion of HoMedics debt
form short term to long term ($722,000).
Shareholders' deficit as of March 31, 2005 and June 30, 2004 was $2,937,000 and
$1,383,000, respectively. The increase in accumulated deficit ($5,945,000) was
partially offset by an increase in paid in capital ($4,391,000) during the nine
months ended March 31, 2005.
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Consolidated Statement Of Operations For The Year Ended June 30, 2004
Our net losses for each of the years ended June 30, 2004 and June 30, 2003 were
$2.5 million and $2.8 million, respectively. The decrease in the net loss for
the year ended June 30, 2004, as compared to the prior year, was principally the
result of a $0.8 million or 28% reduction in operating costs to $2.1 million,
partially offset by a $0.4 million or 233% increase in interest expense to $0.6
million.
Revenue. Revenues are generated through sales of services for design and
development of Kronos(TM) devices at Kronos Air Technologies, Inc. Revenues for
the year ended June 30, 2004 were $533,000 compared with $559,000 in the prior
year. Current year revenues were primarily from our HoMedics development
agreement, U.S. Navy Small Business Innovative Research Phase II contract, U.S.
Army Small Business Innovative Research Phase I and Phase II contracts and our
contract with a business jet manufacturer.
Cost of Sales. Cost of sales for the year ended June 30, 2004 was $379,000
compared with $314,000 for the prior year. Cost of sales is primarily research
and development costs and material and labor associated with our HoMedics
development agreement, U.S. Navy Small Business Innovative Research Phase II
contract, U.S. Army Small Business Innovative Research Phase I and Phase II
contracts and contract with a business jet manufacturer.
Selling, General and Administrative Expenses. Selling, General and
Administrative expenses for the year ended June 30, 2004 decreased $0.8 million
from the prior year of $2.1 million. The decrease was principally the result of
a $801,000 reduction in professional services, and a $191,000 reduction in
compensation and benefits expenses offset by a $156,000 increase in other
selling, general and administrative expense. The reduction in professional
services was primarily the result of (i) a reduction in legal costs as a result
of the completion of the restructuring of the Company in 2003; (ii) a reduction
in accounting and auditing expenses as a result of the change in public
accountants in August 2003; and a reduction in consulting expenses as a result
of Richard F. Tusing, our Chief Operating Officer, as a result of terminating
his consulting agreements and entering into a new employment agreement with
Kronos in January 2003 and (iii) the completion of a twelve month consulting
agreement with the Eagle Rock Group, LLC in March 2003. The increase in other
selling, general and administrative expense was primarily the result of an
increase in Directors and Officers, general liability and product liability
insurance.
Consolidated Balance Sheet As Of June 30, 2004
Our total assets at June 30, 2004 were $2.5 million compared with $3.2 million
at June 30, 2003. Total assets at June 30, 2004 and June 30, 2003 were comprised
primarily of $2.3 million and $2.5 million, respectively, of
patents/intellectual property. Total current assets at June 30, 2004 and 2002
were $238,000 and $724,000, respectively, while total current liabilities for
those same periods were $1.4 million and $1.9 million, respectively, creating a
working capital deficit of $1.2 million at each respective period end. This
working capital deficit is primarily due to the current portion of notes payable
due to HoMedics.
Shareholders' deficit as of June 30, 2004 and 2003 was ($1.4 million) and ($1.2
million), respectively. The $2.5 million loss from operations for the twelve
months ended June 30, 2004 was offset by the sale and issuance, net of offering
costs, of $1.4 million of common stock and by the transfer $0.8 million of
warrants from liabilities to shareholders' deficit.
Consolidated Statement Of Operations For The Year Ended June 30, 2003
Our net losses for each of the fiscal years ended June 30, 2003 and June 30,
2002 were $2.8 million. Our net loss from continuing operations for the fiscal
year ended June 30, 2003 was $2.8 million compared with a net loss of $3.5
million for the prior year. The decrease in the net loss from continuing
operations for the year ended June 30, 2003, as compared to the prior year, was
principally the result of a 503% increase in revenue to $559,000 and a 14%
reduction in operating costs to $2.9 million.
Revenue. Revenues are generated through sales of services for design and
development of Kronos(TM) devices at Kronos Air Technologies, Inc. Revenues for
the year ended June 30, 2003 were $559,000 compared with $93,000 in the prior
year. June 30, 2003 revenues were primarily from our HoMedics development
agreement, U.S. Navy Small Business Innovative Research Phase II contract, U.S.
Army Small Business Innovative Research Phase I contract and our contract with a
business jet manufacturer.
29
Cost of Sales. Cost of sales for the year ended June 30, 2003 was $314,000
compared with $78,000 for the prior year. Cost of sales is primarily research
and development costs and material and labor associated with our HoMedics
development agreement, U.S. Navy Small Business Innovative Research Phase II
contract, U.S. Army Small Business Innovative Research Phase I contract and
contract with a business jet manufacturer.
Selling, General and Administrative Expenses. Selling, General and
Administrative expenses for the year ended June 30, 2003 decreased $469,000 from
the prior year to $2.9 million. The decrease was principally the result of an
$856,000 reduction in professional services, $108,000 reduction in general
research and development expenses and $27,000 reduction in other selling,
general and administrative expenses off set by a $511,000 increase in
compensation and benefits. The reduction in professional services was primarily
the result of Daniel R. Dwight, our President and Chief Operating Officer, and
Richard F. Tusing, our Chief Operating Officer, terminating their consulting
agreements with Kronos in November 2001 and January 2003, respectively, and the
completion of a 12 month consulting agreement with the Eagle Rock Group, LLC in
March 2003. The increase in compensation and benefits was primarily the result
of Messrs. Dwight and Tusing entering into employment contracts with Kronos in
November 2001 and January 2003, respectively.
Consolidated Balance Sheet As Of June 30, 2003
Our total assets at June 30, 2003 were $3.2 million compared with $2.4 million
at June 30, 2002. Total assets at June 30, 2003 and June 30, 2002 were comprised
primarily of $2.5 million and $2.2 million, respectively, of
patents/intellectual property. Total current assets at June 30, 2003 and 2002
were $724,000 and $123,000, respectively, while total current liabilities for
those same periods were $1.9 million and $1.8 million, respectively, creating a
working capital deficit of $1.2 million and $1.7 million at each respective
period end. This working capital deficit is primarily due to accrued expenses
and payables to directors and officers.
Shareholders' deficit as of June 30, 2003 and 2002 was ($1.2 million) and
($385,000), respectively, representing a decrease of $849,000. The decrease in
shareholders' equity is primarily the result of incurring a $2.8 million loss
from continuing operations for the twelve months ended June 30, 2003, offset by
the sale and issuance, net of offering costs, of $986,000 of common stock and
the sale of $893,000 of unexercised warrants.
Liquidity And Capital Resources
Historically, we have relied principally on the sale of common stock and secured
debt and customer contracts for research and product development to finance our
operations.
On October 15, 2004, Kronos entered into a Securities Purchase Agreement with
Cornell Capital Partners. Pursuant to the Securities Purchase Agreement, Kronos
sold 5,000,000 shares of Kronos' restricted common stock to Cornell Capital
Partners. In connection with the sale of shares of common stock to Cornell
Capital Partners, Kronos and Cornell Capital Partners entered into an Investor
Registration Rights Agreement, dated October 15, 2004, whereby Kronos is
obligated to file a registration statement with the United States Securities and
Exchange Commission no later than thirty days from October 15, 2004 covering
such shares of common stock sold to Cornell Capital Partners.
On October 15, 2004, we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners. On January 28, 2005, we mutually agreed to
terminate the Standby Equity Distribution Agreement. On January 28, 2005, Kronos
entered into a new Standby Equity Distribution Agreement with Cornell Capital
Partners. On March 28, 2005, we mutually agreed to terminate the January 28,
2005 Standby Equity Distribution Agreement with Cornell Capital Partners. On
April 13, 2005, we entered into a new Standby Equity Distribution Agreement with
Cornell Capital Partners. Pursuant to the Standby Equity Distribution Agreement,
Kronos may, at its discretion, periodically sell to Cornell Capital Partners
shares of common stock for a total purchase price of up to $20 million. For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital Partners will pay Kronos 98% of, or a 2% discount to, the lowest
volume weighted average price of Kronos' common stock on the Over-the-Counter
Bulletin Board or other principal market on which Kronos' common stock is traded
for the five days immediately following the notice date. Cornell Capital
Partners will also retain 5% of each advance under the Standby Equity
Distribution Agreement. Cornell Capital Partner's obligation to purchase shares
of Kronos' common stock under the Standby Equity Distribution Agreement is
subject to certain conditions, including Kronos obtaining an effective
registration statement for shares of common stock sold under the Standby Equity
30
Distribution Agreement and is limited to $1,500,000 per advance. This must be a
minimum of seven (7) trading days between each requested advance. In no event
will the number of shares issuable to Cornell Capital Partners pursuant to an
advance under the Standby Equity Distribution Agreement cause it to own in
excess of 9.9% of the then outstanding common stock of Kronos. Because of this
beneficial ownership limitation and depending on Cornell Capital Partner's
ability to sell sufficient shares to reduce its holdings, we may not be able to
exercise an advance notice in the maximum amount of $1.5 million and our ability
to draw down on the Standby Equity Distribution Agreement could be significantly
impaired. Cornell Capital Partners will be paid a one-time commitment fee in the
form of 2,941,177 restricted shares of Kronos' common stock under the Standby
Equity Distribution Agreement, of which 1,470,587 shares will be issued on the
on the six (6) month anniversary of the Standby Equity Distribution Agreement
and 1,470,588 shares will be issued on the on the twelve (12) month anniversary
of the Standby Equity Distribution Agreement.
Kronos engaged Newbridge Securities Corporation, a registered broker-dealer, to
advise it in connection with the Standby Equity Distribution Agreement. For its
services, Kronos agreed to issue Newbridge Securities Corporation 62,500 shares
of our common stock.
In addition, Kronos and Cornell Capital Partners agreed that Cornell Capital
Partners shall lend Kronos an aggregate of $4,000,000 pursuant to two (2)
Equity-Backed Promissory Notes, each in the principal amount of $2,000,000.
Cornell Capital Partners loaned $2,000,000 upon the filing on December 16, 2004
with the United States Securities and Exchange Commission (the "SEC") of the
accompanying registration statement pursuant to the Investor Registration Rights
Agreement. Cornell Capital Partners is obligated to lend the remaining
$2,000,000 upon such registration statement being declared effective by the SEC.
The December 2004 Equity-Backed Promissory Note was canceled and replaced with
an Equity-Backed Promissory Note dated March 7, 2005 in the same principal
amount. We have not determined whether we will utilize the additional $2,000,000
Promissory Note. The principal amount of each note is payable in equal weekly
installments of $50,000 plus twelve percent (12%) interest on the outstanding
principal balance starting on the earlier to occur of: (i) the registration
statement being declared by the SEC; or (ii) twelve (12) weeks from the date
such note is executed. Upon an event of default under the note, the holder may
convert any unpaid principal and accrued interest into shares of Kronos' common
stock at a price per share equal to 70% of the lowest closing bid price of the
common stock for the thirty (30) trading days immediately preceding the
conversion date. If shares of Kronos' common stock are issued pursuant to
conversion of the note, the shares will not be issued under our Standby Equity
Distribution Agreement. Any conversion shares will not be registered with the
Securities and Exchange Commission and, therefore, will be restricted shares
that may not be resold without registration under the Securities Act of 1933, as
amended, or a valid exemption from the registration requirements of the
Securities Act.
In October 2004, HoMedics agreed to extend repayment of Kronos debt and to
provide an additional $1 million in funding. HoMedics has agreed to provide
Kronos with an additional $1 million in financing - $925,000 in secured debt
financing and $75,000 for the purchase of additional warrants. The $925,000 will
be paid to Kronos upon Kronos achieving three milestones: (i) $175,000 shall be
funded upon delivery and successful testing of electronic boards and power
supplies from Kronos' contract manufacturing partner, (ii) $250,000 shall be
funded upon obtaining tooling of the current prototype configuration and device
testing and performing to HoMedics' specifications, and (iii) $500,000 shall be
funded upon the initial sale of Kronos-based air purifiers by HoMedics. In
addition, quarterly debt payments and the maturity date for existing debt have
been extended. Quarterly payments due on the outstanding $2.4 million in secured
debt financing, which had been scheduled to begin in August 2004, will be due
the earlier of Kronos receipt of royalty payments from HoMedics sale of
Kronos-based air purification products or two years. The maturity date of the
$2.4 million in debt has been extended from May 2008 to October of 2009; the
maturity date on the $925,000 will also be October 2009. The interest rate will
remain at 6% for the $2.4 million in debt; the rate will also be 6% on the
additional debt. HoMedics increased their potential equity position in Kronos to
30% of Kronos common stock on a fully diluted basis.
In addition, in connection with the First Amendment to Master Loan and
Investment Agreement, Kronos issued to HoMedics a warrant to purchase 26,507,658
shares of Kronos' common stock. The warrant is exercisable for a period of ten
(10) years from the date of issuance. The exercise price is $0.09 per share. In
consideration for the warrant, HoMedics delivered to Kronos $75,000 by funding
the closing fees owed by Kronos and HoMedics agreed to amend two (2) warrants
previously issued by Kronos by removing the anti-dilution protection previously
granted to HoMedics. Kronos agreed to include new anti-dilution protection in
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the new warrant. HoMedics is entitled, under certain circumstances, to
anti-dilution protection in order to maintain beneficial ownership of Kronos
equal to 30%. In addition, Kronos agreed to grant HoMedics piggy-back
registration rights and one (1) demand registration right with respect to any
shares of common stock of Kronos that HoMedics may acquire pursuant to the two
(2) previously issued warrants and the warrant issued on October 25, 2004 in
connection with the First Amendment to Master Loan and Investment Agreement.
HoMedics also agreed not to exercise any warrants until one year after the
effective date of the registration statement to be filed pursuant to the
Investor Registration Rights Agreement.
Net cash flow used in operating activities was $1.7 million for the nine months
ended March 31, 2005. We were able to satisfy most of our cash requirements for
this period from the proceeds of the sale of equity to Cornell Capital Partners
and a group of accredited investors, the first $2 million Equity-Backed
Promissory Note with Cornell Capital Partners and our U.S. Navy and U.S. Army
Phase II contracts.
In June 2001, we entered into a common stock purchase agreement with Fusion
Capital. Pursuant to this agreement, we have sold approximately 6 million shares
of our common stock and have received $1.3 million. In August 2002, we
terminated our common stock purchase agreement dated June 19, 2001 and entered
into a new common stock purchase agreement with Fusion Capital. Pursuant to this
second common stock purchase agreement, we sold approximately 12.1 million
shares of our common stock and have received $1.9 million. On November 2, 2004,
Kronos and Fusion Capital mutually agreed to terminate their existing common
stock purchase agreement dated August 12, 2002.
We estimate that achievement of our business plan will require substantial
additional funding including approximately $4,000,000 over the next 12 months.
We anticipate that the source of funding will be obtained pursuant to senior
debt funding from the HoMedics Secured Promissory Notes; the Equity-Backed
Promissory Notes and the Standby Equity Distribution Agreement; and/or the sale
of additional equity in our Company, cash flow generated from government grants
and contracts, and cash flow generated from customer revenue. There are no
assurances that these sources of funding will be adequate to meet our cash flow
needs.
Our Report of Independent Registered Public Accounting Firm includes an
explanatory paragraph to their audit opinions issued in connection with our 2004
and 2003 consolidated financial statements that states that we do not have
significant cash or other material assets to cover our operating costs. Our
ability to obtain additional funding will largely determine our ability to
continue in business. Accordingly, there is substantial doubt about our ability
to continue as a going concern. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
We can make no assurance that we will be able to successfully develop,
manufacturer and sell commercial products on a broad basis. While attempting to
make this transition, we will be subject to all the risks inherent in a growing
venture, including, but not limited to, the need to develop and manufacture
reliable and effective products, develop marketing expertise and expand our
sales force.
32
DESCRIPTION OF BUSINESS
General
Kronos Advanced Technologies, Inc. is is an application development and
licensing company that has developed and patented technology that fundamentally
changes the way air is moved, filtered and sterilized. Kronos is pursuing
commercialization of its proprietary technology in a limited number of markets;
and if we are successful, we intend to enter additional markets in the future.
To date, our ability to execute our strategy has been restricted by our limited
amount of capital.
Technology Description and Benefits
The Kronos(TM) technology combines high voltage electronics and electrodes. By
combining these technologies, a Kronos(TM)-based device can both move and clean
air without any moving parts. Kronos(TM) devices are versatile, energy- and
cost-efficient and capable of multiple design forms. As a result, Kronos(TM)
devices have the potential to be used as a standalone product or to replace a
range of heating, ventilation and air conditioning products for residential
usage to high efficiency particulate air filtration systems for operating and
manufacturing clean rooms.
The proprietary Kronos(TM) technology involves the application of high voltage
management across paired electrical grids to create an ion exchange that moves
and purifies air. Kronos(TM) technology has numerous valuable characteristics.
It moves air and gases at high velocities while removing odors, smoke and
particulates and killing pathogens, including bacteria, mold and spores. The
technology is cost-effective and is more energy efficient than current
alternative fan and filter (including HEPA filter and ultraviolet light based)
technologies. Although no commercial products using the Kronos(TM) technology
have been sold to date, in August 2004, the Company and its strategic consumer
products partner, HoMedics, initiated the transition to mass production of the
Kronos-based consumer standalone product line.
A number of the scientific claims of the Kronos(TM) technology have been tested
by the U. S. government and a few multi-national companies, including the U. S.
Department of Energy, the U. S. Department of Defense, General Dynamics,
Underwriters Laboratory, and Intel. Independent laboratory testing has verified
the purification capability of the Kronos(TM) technology. Tests conducted at
MicroTest Laboratories, LMS Industries and New Hampshire Materials Laboratory
demonstrated HEPA Clean Room Class 1000 quality particulate reduction, removal
of over 99.97% of 0.1 micron and above size particles, and up to 95% reduction
of hazardous gases, including numerous contaminants found in cigarette smoke.
Intertek, one of the global leaders for testing electrical and electronic
products, performed tobacco smoke elimination tests in accordance with ANSI/AHAM
AC-1-1988 standard entitled "American National Standard Method for Measuring
Performance of Portable Household Electric Cord-Connected Room Air Cleaners."
The test demonstrated a Clean Air Delivery Rate (CADR) for the Kronos air
purifier of over 300. These results place the Kronos(TM) device in one of the
highest categories of particulate cleaning for standalone devices.
Market Segmentation
Kronos` business development strategy is to sell and license the Kronos(TM)
technology to six distinct market segments: (1) air movement and purification
(residential, health care, hospitality, and commercial facilities); (2) air
purification for unique spaces (cleanrooms, airplanes, automotive, and cruise
ships); (3) specialized military (naval vessels, closed vehicles and mobile
facilities); (4) embedded cooling and cleaning (electronic devices and medical
equipment); (5) industrial scrubbing (produce storage and diesel and other
emissions); and (6) hazardous gas destruction (incineration and chemical
facilities).
Kronos` focus is on the first four of these market segments which are described
in more detail below. Kronos is currently developing products for the air
movement and purification, air purification for unique spaces, and specialized
military markets through specific customer contracts. Kronos is currently
undertaking research and development in the embedded micro cooling market using
Company funds and a third party grant. These contracts and grant are described
in more detail in the Technology Application and Product Development section of
this filing.
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o Air Movement and Purification. Indoor air pollution, including "sick building
syndrome" and "building related illness," is primarily caused by inadequate
ventilation, chemical contaminants from indoor and outdoor sources and
biological contaminants. There is also a demand for smaller devices that move,
heat and deodorize the indoor air stream. The addressable air movement and
purification segment is made up of four target markets: (1) residential, (2)
health care, (3) hospitality and (4) commercial.
o Air Purification for Unique Spaces. Electronics, semiconductor,
pharmaceutical, aerospace, medical and many other producers depend on cleanroom
technology. As products such as electronic devices become smaller, the chance of
contamination in manufacturing becomes higher. For pharmaceutical companies,
clean, safe and contaminant-free products are imperative to manufacturing and
distributing a viable product. Other potential applications for the Kronos(TM)
technology include closed environments such as aircraft, cruise ships and other
transportation modes that require people to breathe contaminated, re-circulated
air for extended periods. Kronos is building on its product development effort
with its strategic partner in the business jet market and the U.S. military to
serve other closed environment applications.
o Specialized Military. Military personnel face the worst of all possible
worlds: indoor air pollution, often in very confined spaces for extended
periods, combined with the threat of biological warfare, nuclear fallout, and
other foreign elements. We believe that the military market segment offers
Kronos a unique opportunity to leverage the technical and funding resources of
the U. S. military to expand Kronos` ability to develop and produce
Kronos(TM)-based air movers and purifiers for applications that require these
products to be embedded into ventilation systems to address the needs of
military personnel.
o Embedded Cooling. Heat generation is becoming a major bottleneck in high
density electronics. We believe that the embedded cooling market segment offers
Kronos a near term opportunity to develop an alternative to fans for air
movement and cooling inside of personal computers , servers and medical
diagnostic equipment and a long term opportunity to develop micro channel
cooling solutions for next generation microchips.
Technology Application and Product Development
To best serve Kronos` targeted market segments, our Company is developing
specific product applications across two distinct product application platforms.
A Kronos(TM) device can be either used as a standalone product or can be
embedded. Standalone products are self-contained and only require the user to
plug the Kronos(TM) device into a wall outlet to obtain air filtration for their
home, office or hotel room. Embedded applications of the Kronos(TM) technology
require the technology be added into another system such as a building
ventilation system for more efficient air movement and filtration or into an
electrical device such as computer or medical equipment to replace the cooling
fan.
Standalone Platform
o Consumer Products. In October 2002, Kronos Air Technologies, Inc., and
HoMedics USA, Inc. executed a Licensing Agreement granting HoMedics certain
rights with respect to the distribution of the Kronos(TM) proprietary technology
to the consumer. The agreement provides for exclusive North American, Australian
and New Zealand retail distribution rights for next generation consumer air
movement and purification products based on the patented Kronos(TM) technology.
In August 2004, the Company and HoMedics initiated the transition to mass
production of the Kronos-based consumer standalone product line. Preparing to
meet these goals entails the use of Kronos` technical resources and HoMedics`
product development and international production expertise. Select third party
vendors, including experts in electronics, software and gas sensors, are
integral resources in this process. While HoMedics is managing production of the
finished product, Kronos is managing the production of our proprietary power
supply and related circuitry.
We believe the Company has successfully completed the development of a
Kronos-based consumer standalone air purifier that is an efficient, high quality
product which is cost effective and easy to operate. In August 2004, the Company
and HoMedics initiated the transition to mass production of the Kronos-based
consumer standalone product line. In October 2004, Kronos received its first
shipment of electronics from Flextronics International USA, Inc. In November,
Kronos successfully tested the technical hardware and related power supplies
manufactured by Flextronics, including the successful incorporation of gas
sensors. The gas sensors were developed in conjunction with a leading gas
34
sensing technology supplier for Kronos` unique operating requirements. In
February 2005, Kronos and HoMedics began expanding production development beyond
the initial prototypes and initiated increased product testing to complete the
product claims platform. In March and April 2005, Kronos modified the HoMedics
design and ordered prototype production devices from Kronos' preferred vendor
along with select components from HoMedics preferred vendors. Kronos is
continuing to prepare for mass production of the electronics for each of the
products in the air purification product line. Kronos expects begin to receive
larger quantities of electronics and gas sensors in May 2005 for installation
and testing in prototype production devices.
The initial term of the agreement is three and one half years from the initial
sale of consumer air purification products by HoMedics, which shall be no later
than December 31, 2006, with the option to extend the Licensing Agreement for
six additional years. Kronos was compensated through an initial royalty payment
and will receive ongoing quarterly royalty payments based on a percentage of
sales. HoMedics will pay minimum royalty payments of at least $2 million during
the initial three and a half year term and on-going royalty payments to extend
the agreement. Kronos will retain the rights to all of its intellectual
property.
HoMedics commitment includes funding a marketing and advertising campaign to
promote the Kronos(TM)-based product line. The products will be distributed by
HoMedics. HoMedics currently distributes their products through major domestic
retailers, including Wal-Mart, Home Depot, Sears, Bed Bath & Beyond, and Linens
`N Things.
o Commercial Products. Kronos is seeking to leverage its consumer product
development work to market and sell our own commercial line of standalone air
purifiers. This commercial line of Kronos-based air purifiers will target to
address the specific air quality issues, including odors, bacteria and viruses,
found in most nursing home and assisted living, healthcare and other commercial
facilities. Kronos is using the new research and product development personnel,
equipment and software acquired with the Cornell investment proceeds to build
demonstration products, which the Company intends to install in select nursing
home, assisted living and hospitality facilities in North America for
demonstrating the benefits of the Kronos technology to the commercial
marketplace.
o Other Standalone Products. Utilizing our recently expanded product development
resources, Kronos completed the initial design, development and production of a
series of small multifunctional devices that can be used as space heaters,
disinfectors, deodorizers and/or fans. Based on the proprietary Kronos
technology, these devices are currently undergoing testing and evaluation.
Kronos is assessing potential strategic partners for manufacturing, marketing,
selling and distributing these Kronos-based products.
Embedded Platform
o Military Products. The U. S. Department of Defense and Department of Energy
have provided Kronos with various grants and contracts to develop, test and
evaluate the Kronos(TM) technology for embedded applications. Kronos has
developed several commercial and industrial applications, including the retrofit
of berthing fan systems and embedded air movement systems for U. S. Navy Aegis
Class destroyers.
U.S. Navy SBIR Contracts. In November 2002, the U. S. Navy awarded Kronos a
Small Business Innovation Research Phase II contract worth $580,000, plus an
option of $145,000. The Phase II contract (commercialization phase) is an
extension of the Phase I and the Phase I Option work that began in 2001. It is
intended that the Kronos(TM) devices developed under this contract will be
embedded in existing HVAC systems in order to move air more efficiently than
traditional, fan-based technology. Kronos has completed production of an
advanced distributive air management system and is completing testing and
evaluation prior to delivering the product to Northrop Grumman. Kronos has
completed production of an advanced air management system and is awaiting
product testing and evaluation by Northrop Grumman.
During Phase II, Kronos developed and produced a fully controlled device that
represents a "cell" of an advanced distributive air management system with
medium capacity airflow in a U. S. Navy unique environment. The "cell" has been
designed to be easily adjustable to a variety of parameters such as duct size,
airflow requirements, and air quality. The goal of this development work is to
significantly reduce or replace altogether the current HVAC air handling systems
on naval ships. During the term of the contract, Kronos designed a new
generation power supply, improved the efficiency of the core technology to allow
for increased air movement and filtration, and initiated selection with the U.
S. Navy of the specifications for the commercial products. Kronos is scheduled
35
to ship the finished product to Northrop Grumman for testing and evaluation in
May 2005. As of March 31, 2005, the U. S. Navy had provided Kronos with $580,000
in funding for this effort.
As part of its air management system, Kronos has developed and intends to test
the air filtration mechanism capable of performing to HEPA quality standards. We
believe that Kronos(TM) devices could replace current HEPA filters with a
permanent, easily cleaned, low-cost solution. Among the technical advantages of
the Kronos(TM) technology over HEPA filters is the ability of the Kronos-based
devices to eliminate the energy burden on air handling systems, which must
generate high levels of backpressure necessary to move air through HEPA-based
systems. Kronos-based devices enhance the air flow while providing HEPA level
filtration.
We believe that during the option portion of the contract, Kronos(TM)
technology's ability to kill bacteria and other pathogens will be confirmed and
expanded to a wide range of pathogens for space disinfection and bio-terrorist
attacks. We believe the Kronos(TM) technology can kill all or most airborne
pathogens regardless of their nature, genetic structure, robustness, or method
of delivery.
Kronos is pursuing Phase III (production phase) support for the Kronos(TM)-based
advanced distributive air management system being developed under Phase II.
Kronos is working with Northrop Grumman and others in this regard.
U.S. Army SBIR Contracts. In August 2003, Kronos was awarded the option on its
U. S. Army Small Business Innovation Research Phase I contract bringing the
value of the Phase I contract award to $120,000. In October 2003, the U.S. Army
awarded Kronos the Small Business Innovation Research Phase II contract. The
contract is worth $369,000. The contract is to develop Kronos` proprietary
Electrostatic Dehumidification Technology ("EDT"). Kronos initiated work under
the Phase II contract in December 2003. In December 2004, the U. S. Army
extended the first year of the contract until February 2005. In February 2005,
the Army agreed not to pursue the Phase II option. As of March 31, 2005, the U.
S. Army had provided Kronos with $275,000 in funding for this effort under the
Phase II contract and another $49,000 was invoiced by Kronos during the quarter
ended March 31, 2005.
Kronos is seeking to leverage its military application development work with the
U. S. Navy to develop and produce air handlers and purifiers for commercial and
industrial facilities. A future potential commercial line of Kronos(TM)-based
air handlers and purifiers would attempt to address the specific air quality
issues, including bacteria and other germs, found in large enclosed spaces such
as office buildings and multi-dwelling residential complexes, while providing
more efficient air movement.
o Transportation Products. In January 2003, Kronos extended its work into the
transportation industry by signing a Development and Acquisition Agreement with
a premier business jet manufacturer. The Agreement was the direct result of
initial prototype development work performed by the Kronos Research Team with
input from the customer in 2002. The Kronos(TM) devices being designed and
manufactured under this contract will need to meet all FAA safety standards,
including environmental, flammability and electromagnetic interference (EMI).
The Company has completed product design and development based on the customer's
specific product application requirements. We are currently testing and
evaluating the prototype product.
Kronos is seeking to leverage its business jet application development work to
develop and produce air handlers and purifiers for the commercial aviation and
automotive markets. A future potential commercial line of Kronos(TM)-based air
handlers and purifiers would attempt to address the specific air quality issues,
including exhaust and viruses, found in enclosed spaces occupied by multiple
people for extended periods of time, while providing more efficient air movement
within unique space constraints.
o Microelectronics Cooling Products. In December 2004, Kronos and the University
of Washington were awarded funding for a research and technology development
project entitled "Heat Transfer Technology for Microelectronics and MEMS" by the
Washington Technology Center ("WTC"). The objective of the project is to develop
a novel energy-efficient heat transfer technology for cooling microelectronics.
Thermal management for microelectronics and MEMS systems is a challenge.
Existing cooling devices aren't meeting increasing needs for energy consumption
and heat dissipation. Kronos air handling technology is an emerging technology
that uses an electric field to exert force on ionized gas. Kronos is attempting
to develop an improved microchip air handling system that is smaller in size,
36
has high speed airflow, allows more targeted delivery of cooling to areas of
highest heat and is compatible with current processes. Kronos stated that the
WTC will contribute $40,000 to the project, with Kronos contributing $8,000,
plus $32,000 in in-kind services, including use of the Kronos Research and
Product Development Facility.
Patents and Intellectual Property
o Seven U.S. Patents Allowed for Issuance. Kronos has received notification that
seven of its patents have been allowed for issuance by the United States Patent
and Trademark Office. These patents are considered utility patents which
describe fundamental innovations in the generation, management and control of
Electrostatic Fluids, including air movement, filtration and purification. Each
of the patents contain multiple part claims for both general principles as well
as specific designs for incorporating the Kronos technology into air movement,
filtration and purification products. The patents provide protection for both
specific product implementations of the Kronos technology, as well as more
general processes for applying the unique attributes and performance
characteristics of the technology.
Date Patent Title Description Protection
---- ------------ ----------- ----------
April 2005 Electrostatic Fluid placement, utilization 2022
Accelerator Design and geometries of the
Geometries electrodes - impacts air
flow
December 2004 Spark Management Method analysis, detection and 2021
and Device prevention of sparks in
a high voltage field -
creating safe, effective
electrostatic technology
products
November 2004 Electrostatic Fluid electrode design 2021
Accelerator - Electrode geometries and
Design Geometries attributes - achieve
unique air movement and
purification performance
October 2004 Electrostatic Fluid management and control 2021
Accelerator - Power to produce air flow
Supply Management and rates, high efficiency
Control particulate removal and
biological destruction
April 2004 Electrostatic Fluid using an electrostatic 2021
Accelerator for and a fluid accelerator to
Method of Controlling produce commercially
Fluid useful air flow rates
December 2003 Method of and Apparatus enhancements to core 2020
for Electrostatic Fluid technology for producing
Acceleration Control of ion discharge to create
a Fluid Flow air movement and base
level filtration
January 2003 Electrostatic Fluid core technology for 2019
Accelerator producing ion discharge
to create air movement
and base level filtration
37
o First International Patent Allowed for Issuance. In November 2004, Kronos
received formal notification from the Commonwealth of Australian Patent Office
indicating that its application entitled "Electrostatic Fluid Accelerator" has
been examined and allowed for issuance as an Australian patent (#773626). There
are a number of other patent applications corresponding to Kronos` seven U.S.
Patents that have been filed and are pending outside of the United States.
o Additional Patent Applications. A number of additional patent applications
have been filed for, among other things, the control and management of
electrostatic fluid acceleration. These additional patent applications are
either being examined or are awaiting examination by the Patent Office.
Employees
On May 26, 2005, Kronos and its subsidiaries had eleven full-time employees. Of
the total number of full-time employees, one works in general management, eight
in research and product development, one in marketing and sales and operations,
and none are employed in administrative and other support positions. None of the
employees are represented by unions. There has been no disruption of operations
due to a labor dispute. We consider our relations with our employees to be good.
38
MANAGEMENT
Our directors and executive officers and their ages as of May 26, 2005 are as
follows:
NAME AGE POSITION
---------------------- --- ---------------------------------
Daniel R. Dwight 45 Director; President and Chief
Executive Officer
Richard F. Tusing 46 Director; Chief Operating Officer
James P. McDermott 43 Director
Milton J. Segal 60 Director
--------------
On April 21, 2005, Spencer Browne, a Member of the Kronos Board of Directors
passed away. Mr. Browne had served as a Board Member since August 2003.
Daniel R Dwight, 45, has served as a Director of Kronos since November 2000, and
as a Director and Chief Executive Officer of Kronos Air Technologies since
January 2001. Effective October 16, 2001, Mr. Dwight was appointed President and
Chief Executive Officer of Kronos. Effective January 1, 2004, Mr. Dwight was
appointed Acting Chief Financial Officer of Kronos. He has extensive experience
in private equity and operations in a wide variety of high growth and core
industrial businesses. Mr. Dwight spent 17 years with General Electric including
10 years of operations, manufacturing, and business development experience with
GE's industrial businesses, and seven years of international investment and
private equity experience with GE Capital. He has had responsibility for over a
$1 billion in merger and acquisition and private equity transactions at GE. Mr.
Dwight initiated GE Capital's entry in the Asia private equity market. Between
1995 and 1999, the Asian equity portfolio grew to include consolidations,
leveraged buyouts, growth capital and minority investments in diverse
industries, including information technology, telecommunications services,
consumer products, services and distribution, and contract manufacturing. Since
1982, Mr. Dwight has held other leadership positions domestically and
internationally with GE Capital, as well as senior positions with GE Corporate
Business Development (1989-1992) and GE Corporate Audit Staff (1984-1987). Mr.
Dwight is a member of the American Association of Heating, Refrigeration and
Air-Conditioning Engineers, Inc. (ASHRAE) and holds an MBA in Finance and
Marketing with Honors from The University of Chicago Graduate School of Business
and a B.S. in Accounting with Honors from the University of Vermont.
Richard F. Tusing, 46, has served as a Director of Kronos since October 2000 and
as a Director of Kronos Air Technologies since January 2001 and was appointed
Chief Operating Officer on January 1, 2002. Mr. Tusing has had extensive
experience in developing new enterprises, negotiating the licensing of
intellectual property rights, and managing technical and financial
organizations, and has more than 20 years of business development, operations,
and consulting experience in the technology and telecommunications industries.
Prior to his services to Kronos, Mr. Tusing spent four years in executive
management with several emerging technology companies, 14 years in various
managerial and executive positions with MCI Communications Corporation, and
three additional years in managerial consulting. From 1982-1996, Mr. Tusing held
multiple managerial and executive positions with MCI Communications Corporation.
From 1994-1996, he served as MCI's Director of Strategy and Technology, managing
MCI's emerging technologies division (having primary responsibility for
evaluating, licensing, investing in, and acquiring third-party technologies
deemed of strategic importance to MCI), and also oversaw the development of
several early-stage and venture-backed software and hardware companies; in this
capacity, Mr. Tusing managed more than 100 scientists and engineers developing
state-of-the-art technologies. From 1992-1994, Mr. Tusing founded MCI Metro,
MCI's entree into the local telephone services business and, as MCI Metro's
Managing Director, managed telecommunications operations, developed financial
and ordering systems, and led efforts in designing its marketing campaigns. From
1990-1992, he served as Director of Finance and Business Development for MCI's
western region. From 1982-1990, Mr. Tusing held other management and leadership
39
positions within MCI, including service as MCI's Pacific Division's Regional
Financial Controller, Manager of MCI's Western Region's Information Technology
Division, and led MCI's National Corporate Financial Systems Development
Organization. Mr. Tusing received B.S. degrees in business management and
psychology from the University of Maryland in 1979.
James P. McDermott, 43 became a Director of Kronos in July 2001. Mr. McDermott
has over 20 years of financial and operational problem-solving experience. Mr.
McDermott is a co-founder and is currently a Managing Director of Eagle Rock
Advisors, LLC, the Manager for The Eagle Rock Group, LLC. From 1992 through
2000, Mr. McDermott held various managerial and executive positions with
PennCorp Financial Group, Inc. and its affiliates. From 1998 through 2000, Mr.
McDermott was Executive Vice-President and Chief Financial Officer of PennCorp
Financial Group. While serving in this position, Mr. McDermott was one-third of
the executive management team that was responsible for developing and
implementing operational stabilization, debt reduction and recapitalization
plans for the company. From 1995 through 1998, Mr. McDermott served as Senior
Vice-President of PennCorp Financial Group. Mr. McDermott worked closely with
the Audit Committee of the Board of Directors on evaluating the PennCorp's
accounting and actuarial practices. In addition, Mr. McDermott was responsible
for developing a corporate-wide technology management program resulting in
technology convergence and cost savings to the company's technology budget. From
1994 through 1998, Mr. McDermott was a principal in Knightsbridge Capital Fund
I, LP, a $92 million investment fund specializing in leverage-equity
acquisitions of insurance and insurance-related businesses. Mr. McDermott was
also the founding Chairman of the e-business Internet service provider,
Kivex.com, and a senior manager of one of the world's leading public accounting
firms, KPMG. Mr. McDermott received a B.S. Degree in Business Administration
from the University of Wisconsin, Madison.
Milton. J. Segal, 60, became a Director of Kronos in September 2003. Mr. Mr.
Segal has over 35 years of corporate governance, entrepreneurial and investment
banking expertise. Mr. Segal founded the investment banking firm of M.J. Segal
Associates in 1987. Since 1992, the firm has specialized in researching private
equity opportunities in both private and emerging growth public companies. The
Segal group caters primarily to institutional clients, private investment
partnerships and professional money managers. After starting his career as a
stockbroker and financial planner in 1966 with Philadelphia based New York Stock
Exchange firm, Robinson & Company, Mr. Segal joined Josephthal & Co. Inc., a
leading full-service investment banking and brokerage firm in New York. Mr.
Segal has served as senior vice president of the congressionally charted
National Corporation for Housing Partnerships in Washington, D. C. and president
of its investment banking subsidiary and has qualified as a NASD broker/dealer
financial principal. Originally from Philadelphia, Mr. Segal attended the
Wharton School of the University of Pennsylvania and is a graduate of The New
York Institute of Finance.
Directors
Our Board of Directors consists of eight seats. Directors serve for a term of
one year and stand for election at our annual meeting of stockholders. Three of
our current directors were elected at our annual meeting of stockholders held on
December 30, 2002, and two additional directors were appointed in August and
September 2003, respectively. Four vacancies currently exists on the Board of
Directors as of the date of this filing. Pursuant to our Bylaws, a majority of
directors may appoint a successor to fill any vacancy on the Board of Directors.
Advisory Board
We established an Advisory Board in July 2001 to assist management in the
development of long-range business plans for our Company. Currently, William
Poster and Charles Strang are the only Advisory Board Members.
Mr. Poster is a seasoned entrepreneur with a successful track record as a
founder of several businesses spanning five continents. Mr. Poster has
experience in developing business opportunities in the United States, Europe,
Asia and the Middle East. Mr. Poster recently stepped down as President of
Computer Systems & Communications Corporation, a wholly-owned subsidiary of
General Dynamics. Computer Systems & Communications Corporation is a
cutting-edge communications and technology company that Mr. Poster founded and
later sold to General Dynamics. Mr. Poster is currently a principal with Eagle
Rock Advisors, LLC.
Mr. Strang is a former Kronos Director from January 2001 through December 2002.
Mr. Strang was named National Commissioner of NASCAR (National Association for
Stock Car Racing) in 1998 and continues to serve in that capacity. In 1989 Mr.
Strang received President Bush's American Vocation Success Award; in 1992 was
elected to the Hall of Fame of the National Marine Manufacturers Association; in
40
1990 was awarded the Medal of Honor of the Union for International Motorboating;
and is a life member of the Society of Automotive Engineers. He also currently
serves as a Director of the American Power Boat Association (the U.S. governing
body for powerboat racing) and Senior Vice-President of the Union for
International Motorboating (the world governing body for powerboat racing, with
approximately 60 member nations).
We will continue to evaluate additional potential candidates for our Advisory
Board.
Committees
On September 11, 2001, the Board of Directors established a Compensation
Committee consisting of at least two independent members of the Board of
Directors. The Compensation Committee is charged with reviewing and making
recommendations concerning Kronos' general compensation strategy, reviewing
salaries for officers, reviewing employee benefit plans, and administering
Kronos' stock incentive plan, once adopted and implemented. Messrs. McDermott
and Segal are the current members of the Compensation Committee. During the year
the Compensation Committee held three meetings. Each member attended at least
75% of the meetings.
On September 4, 2003, the Board of Directors established an Executive Committee.
The purpose of the Executive Committee is to exercise all the powers and
authority of the Board of Directors in the management of the property, affairs
and business of the Company. The Committee shall consist of no fewer than three
members, including the Chief Executive Officer of the Company. Messrs. Dwight,
McDermott, Segal and Tusing are the current members of the Executive Committee.
During the year the Executive Committee held five meetings. Each member attended
at least 75% of the meetings.
On September 10, 2003, the Board of Directors established an Audit Committee
consisting of at least two independent members of the Board of Directors. The
Audit Committee is charged with providing independent and objective oversight of
the accounting functions and internal controls of the Company and its
subsidiaries to ensure the objectivity of the Company's financial statements.
Messrs. McDermott and Segal are the current members of the Audit Committee.
During the year the Audit Committee held three meetings. Each member attended at
least 75% of the meetings.
Compensation Of Directors
Cash Compensation. Our Bylaws provide that, by resolution of the Board of
Directors, each director may be reimbursed his expenses of attendance at
meetings of the Board of Directors; likewise, each director may be paid a fixed
sum or receive a stated salary as a director. As of the date of this filing, no
director receives any salary or other form of cash compensation for such
service. No director is precluded from serving our Company in any other capacity
and receiving compensation from us in connection therewith.
Share Based Compensation. Each non-executive director is entitled to receive
annually 70,000 fully-vested stock option grants, 7,000 stock option grants per
meeting attended via conference call, 14,000 option grants per meeting attended
in person, 3,500 option grants per meeting for participation on a committee or
5,000 stock option grants per meeting for chairing a committee, as compensation
for their services as members of our Board of Directors.
For the twelve month period ending June 30, 2004, Messrs. McDermott, Brown and
Segal have earned 243,000, 213,000, and 199,000 stock options, respectively as
compensation for their services as members of our Board of Directors. Messrs.
Tusing and Dwight have each been granted 5,068 shares of our common stock as
compensation for their services as members of our Board of Directors during
fiscal 2004. Effective August 6, 2003, non-executive directors, including
Messrs. Dwight and Tusing will not be compensated separately for their services
as members of our Board of Directors.
Compliance With Section 16(a) Of The Securities Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than 10% of a registered class of
our equity securities to file with the Securities and Exchange commission
initial reports of ownership and reports of changes in ownership of Common Stock
41
and other of our equity securities. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish us copies of all Section
16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were required
during the fiscal year ended June 30, 2004, all Section 16(a) filing
requirements applicable to our officers and directors were complied with.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth compensation for the fiscal year ended June 30,
2004 for our executive officers:
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------------------- ------------------------------------------------------------------
Restricted Securities
--------------------- Restricted Securities
Other Stock Underlying LTIP All Other
Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Name and Principal --------- ---------- ------------ ---------- ------------- -------- -------------
Fiscal Position Year $ $ $ $ # $ $
------------------ ------- --------- ---------- ------------ ---------- ------------- -------- -------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
------------------ ------- --------- ---------- ------------ ---------- ------------- -------- -------------
Daniel R. 2004 180,000 -- 14,292 -- 726,206 -- --
Dwight, 2003 180,000 118,800(4) 12,288 -- 660,000 -- --
President and 2002 112,500 -- 7,620 -- 2,600,000 -- --
Chief
Executive
Officer(1)
Richard F. 2004 160,000 -- -- -- 971,756 -- --
Tusing, Chief 2003 80,000 -- -- -- -- -- --
Operating 2002 -- -- -- -- -- -- --
Officer(2)
Richard A. 2004 120,000 -- -- -- -- -- --
Papworth 2003 120,000 21,000(4) -- -- 300,000 -- --
Former Chief 2002 120,000 -- -- -- 300,000 -- --
Financial
Officer(3)
(1) Mr. Dwight became President and Chief Executive Officer of Kronos effective
October 16, 2001. He executed a two year employment contract on November 15,
2001. His contract was renewed on August 13, 2003 and again on August 15, 2004
by the Board of Directors. His annual salary is $180,000.
(2) Mr. Tusing became Chief Operating Officer of Kronos effective January 1,
2002. Mr. Tusing executed an employment contract effective January 1, 2003.
Prior to this date, Mr. Tusing was compensated as a consultant to the Company.
His annual salary is $160,000.
(3) Mr. Papworth was the Company's Chief Financial Officer from May 19, 2000
until January 1, 2004. His annual salary was $120,000. On June 30, 2004 Mr.
Papworth ended his employment with Kronos.
(4) Cash Bonuses earned but not paid and have been included in accrued expenses.
42
AGGREGATED OPTIONS/SAR EXERCISES
IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTIONS/SAR VALUES(1)
VALUE OF
UNEXERCISED
SHARES NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY
ACQUIRED ON UNEXERCISED OPTIONS/SARs OPTIONS/SARs AT
NAME EXERCISE VALUE REALIZED AT FISCAL YEAR END(1) FISCAL YEAR END
---------------------------- ----------- -------------- ------------------------------- ---------------
Daniel R. Dwight, -0- -0- Exercisable: 4,129,806 -0-
President and Unexercisable: -0- -0-
Chief Executive
Officer(3)
Richard F. -0- -0- Exercisable: 2,344,956 -0-
Tusing, Chief Unexercisable: -0- -0-
Operating
Officer(4)
Richard A. -0- -0- Exercisable: 1,048,475 -0-
Papworth Chief Unexercisable: -0- -0-
Financial
Officer(5)
(1) These grants represent options to purchase common stock. No SARs have been
granted.
(2) The value of the unexercised in-the-money options were calculated by
determining the difference between the fair market value of the common stock
underlying the options and the exercise price of the options as of June 30,
2004. (3) Mr. Dwight became President and Chief Executive Officer of Kronos
effective October 16, 2001. (4) Mr. Tusing became Chief Operating Officer of
Kronos effective January 1, 2002.
(5) Mr. Papworth was the Company's Chief Financial Officer from May 19, 2000
until January 1, 2004. On June 30, 2004 Mr. Papworth ended his employment with
Kronos.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
% TOTAL
NO. OF SECURITIES OPTIONS/SARs UNDERLYING
GRANTED TO EXERCISE OF
OPTIONS/SARs EMPLOYEE IN FISCAL BASE PRICE
NAME GRANTED YEAR ($ PER SHARE) EXPIRATION DATE
------------------------ ----------------- ------------------ --------------- -------------------
Daniel R. Dwight 726,206 22.4% $ 0.180 March 22, 2014
President and
Chief Executive
Richard F. Tusing 971,756 30.0% $ 0.180 March 22, 2014
Chief Operating Officer
Stock Option Plan
On February 12, 2002, the Board of Directors approved the TSET, Inc. Stock
Option Plan under which Kronos' key employees, consultants, independent
contractors, officers and directors are eligible to receive grants of stock
options. Kronos has reserved and issued a total of 6,250,000 shares of common
stock under the Stock Option Plan. It is presently administered by Kronos' Board
of Directors. Subject to the provisions of the Stock Option Plan, the Board of
Directors has full and final authority to select the individuals to whom options
will be granted, to grant the options and to determine the terms and conditions
and the number of shares issued pursuant thereto.
43
Employment Agreements
Daniel R. Dwight, our President and Chief Executive Officer, and our Company
entered into an Employment agreement effective as of November 15, 2001. The
initial term of Mr. Dwight's Employment Agreement was for 2 years and will
automatically renew for successive 1 year terms unless Kronos or Mr. Dwight
provide the other party with written notice within 3 months of the end of the
initial term or any subsequent renewal term. The Board of Directors renewed Mr.
Dwight's Employment Agreement on August 13, 2003 and again on August 15, 2004.
Mr. Dwight's Employment Agreement provides for base cash compensation of
$180,000 per year. Mr. Dwight is eligible for annual incentive bonus
compensation in an amount equal to Mr. Dwight's annual salary based on the
achievement of certain bonus objectives. In addition, Kronos granted Mr. Dwight
1,000,000 immediately vested and exercisable, ten-year stock options at various
exercise prices. Mr. Dwight will be entitled to fully participate in any and all
401(k), stock option, stock bonus, savings, profit-sharing, insurance, and other
similar plans and benefits of employment.
Richard F. Tusing, our Chief Operating Officer, and our Company entered into an
Employment agreement effective as of January 1, 2003. The initial term of Mr.
Tusing's Employment Agreement was for 2 years and will automatically renew for
successive 1 year terms unless Kronos or Mr. Tusing provide the other party with
written notice within 3 months of the end of the initial term or any subsequent
renewal term. Mr. Tusing's Employment Agreement provides for base cash
compensation of $160,000 per year. Mr. Tusing will be entitled to fully
participate in any and all 401(k), stock option, stock bonus, savings,
profit-sharing, insurance, and other similar plans and benefits of employment.
Executive Severance Agreements
The Employment Agreement of Daniel R. Dwight, our Chief Executive Officer,
provides that, upon the occurrence of any transaction as defined as a "change of
control" of Kronos, Mr. Dwight shall receive his salary and benefits for a
period of time that is the greater of (i) one year or (ii) the remainder of Mr.
Dwight's employment term.
The Employment Agreement of Richard F. Tusing, our Chief Operating Officer,
provides that, upon the occurrence of any transaction as defined as a "change of
control" of Kronos that is not approved by the Board of Directors, Mr. Tusing
shall receive his salary, pro-rata bonus and benefits for a period of time that
is the greater of (i) one year or (ii) the remainder of Mr. Tusing's employment
term.
As of the date of this filing, we have not adopted any separate executive
severance agreements.
DESCRIPTION OF PROPERTY
Our principal executive office is located at 464 Common Street, Suite 301,
Belmont, Massachusetts. The offices of the Kronos Research Center are located at
8549/8551 154th Avenue NE, Redmond, Washington. Kronos is committed through June
30, 2005 to annual lease payments on operating leases for 4,000 square feet of
office/research lab premises of $61,836 per year. We consider our existing
facilities to be adequate for our foreseeable needs.
LEGAL PROCEEDINGS
None.
44
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding the beneficial
ownership of all shares of common stock at May 26, 2005 for each executive
officer and director of our Company and for each person known to us who owns
beneficially more than 5% of the outstanding shares of our common stock. The
percentage ownership shown in such table is based upon the 71,186,345 common
shares issued and outstanding at May 26, 2005 and ownership by these persons of
options or warrants exercisable within 60 days of such date. Also included is
beneficial ownership on a fully diluted basis showing all authorized, but
unissued, shares of our common stock at May 26, 2004 as issued and outstanding.
Unless otherwise indicated, each person has sole voting and investment power
over such shares.
COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS NUMBER PERCENT
----------------------------------------------- ---------------- -------------
Daniel R. Dwight 4,388,132(1) 6.2%
464 Common Street
Suite 301
Belmont, MA 02478
Richard F. Tusing 2,780,718(2) 3.9%
464 Common Street
Suite 301
Belmont, MA 02478
James P. McDermott 606,173(3) *
464 Common Street
Suite 301
Belmont, MA 02478
Spencer I. Browne 211,096(4) *
464 Common Street
Suite 301
Belmont, MA 02478
Milton M. Segal 191,726(5) *
464 Common Street
Suite 301
Belmont, MA 02478
Corrnell Capital Partners, LP 5,000,000 7.0%
101 Hudson Street
Suite 3700
Jersey City, New Jersey 07302
All Officers and Directors of Kronos 8,177,845(6) 11.5%
* Represents less than 1%.
(1) Includes options to purchase 4,036,206 shares of common stock that can be
acquired within sixty days of May 26, 2005.
(2) Includes options to purchase 2,344,956 hares of common stock that can be
acquired within sixty days of May 26, 2005.
(3) Includes options to purchase 312,055 hares of common stock that can be
acquired within sixty days of May 26, 2005.
45
(4) Includes options to purchase 211,096 hares of common stock that can be
acquired within sixty days of May 26, 2005.
(5) Includes options to purchase 191,726 hares of common stock that can be
acquired within sixty days of May 26, 2005.
(6) Includes options to purchase 7,096,042 shares of common stock that can be
acquired within sixty days of May 26, 2005.
We are unaware of any arrangement or understanding that may, at a subsequent
date, result in a change of control of our Company.
46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We believe that all prior related party transactions have been entered into upon
terms no less favorable to us than those that could be obtained from
unaffiliated third parties. Our reasonable belief of fair value is based upon
proximate similar transactions with third parties or attempts to obtain the
consideration from third parties. All ongoing and future transactions with such
persons, including any loans or compensation to such persons, will be approved
by a majority of disinterested members of the Board of Directors.
On August 11, 2000, we entered into a Consulting Agreement with Richard F.
Tusing, pursuant to which Mr. Tusing would provide management, financial,
strategic, and other consulting services to us in exchange for consulting fees
payable in cash and options of our common stock. Out-of-pocket expenses incurred
by Mr. Tusing in connection with provision of their services under the
Consulting Agreement would also be reimbursed by us. The Consulting Agreement
was entered into prior to Mr. Tusing's appointment as members of our Board of
Directors in October 2000 and was negotiated at arm's length. We believe that
the compensation and other provisions of the Consulting Agreement were fair,
reasonable, customary, and favorable to us. The Consulting Agreement was renewed
with Mr. Tusing on similar terms and conditions with a rate adjustment as of
January 1, 2001, and was amended on April 12, 2001 to decrease the strike price
of the options granted as partial compensation thereunder. Pursuant to Kronos
and Mr. Tusing entering into his Employment Agreement, effective January 1,
2003, Consulting Agreement is no longer in effect. Pursuant to his Consulting
Agreement, Mr. Tusing earned $207,400 and $377,750, respectively, in the years
ended June 30, 2001 and 2002 and $190,050 through December 31, 2002. Of the
aggregate amount of $775,200 we have paid $349,100 to Mr. Tusing and the balance
of $426,100 became payable under the terms of a Promissory Note issued to Mr.
Tusing on March 31, 2004.
On March 31, 2004, we entered into Promissory Notes with Daniel R. Dwight and
Richard F. Tusing in exchange for past due compensation, expenses and interest
do and payable for $363,139 and $485,883. The Notes bear a simple interest rate
1% per month and call for aggregate monthly principal and interest payments
$6,718 and $8,989, respectively, for each month in which the Company's beginning
cash balance equals or exceeds $200,000. Subject to certain conditions,
including default, these notes become payable in full. In the event of a debt or
equity financing other than from Fusion Capital, 20% of the proceeds derived
from the financing will be used to pay down the outstanding interest and
principal obligations. Any amounts remaining outstanding are due and payable on
December 31, 2006. As of March 31, 2005, $244,780 and $331,090 had paid under
the terms of the Notes, respectively.
47
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
Our common stock trades on the Over-the-Counter Bulletin Board under the trading
symbol "KNOS." Our high and low bid prices by quarter during fiscal 2004 and
2003 are presented as follows:
FISCAL YEAR 2005
----------------------
HIGH LOW
------ ------
First Quarter (July 2004 to September 2004) $0.175 $0.125
Second Quarter (October 2004 to December 2004) $0.200 $0.125
Third Quarter (January 2005 to March 31, 2005) $0.150 $0.080
FISCAL YEAR 2004
----------------------
HIGH LOW
------ ------
First Quarter (July 2003 to September 2003) $0.450 $0.220
Second Quarter (October 2003 to December 2003) $0.370 $0.230
Third Quarter (January 2004 to March 2004) $0.330 $0.180
Fourth Quarter (April 2004 to June 2004) $0.255 $0.155
FISCAL YEAR 2003
----------------------
HIGH LOW
------ ------
First Quarter (July 2002 to September 2002) $0.200 $0.140
Second Quarter (October 2002 to December 2002) $0.200 $0.110
Third Quarter (January 2003 to March 2003) $0.129 $0.087
Fourth Quarter (April 2003 to June 2003) $0.290 $0.085
On May 26, 2005, the closing price of our common stock as reported on the
Over-the-Counter Bulletin Board was $0.08 per share. On May 26, 2005, we had
approximately 2,000 beneficial stockholders of our common stock and 71,186,345
shares of our common stock were issued and outstanding.
Dividends
We have not declared or paid dividends on our common stock during fiscal 2003 or
2004 and do not plan to declare or pay dividends on our common stock during
fiscal 2005. Our dividend practices are determined by our Board of Directors and
may be changed from time to time. We will base any issuance of dividends upon
our earnings (if any), financial condition, capital requirements, acquisition
strategies, and other factors considered important by our Board of Directors.
Nevada law and our Articles of Incorporation do not require our Board of
Directors to declare dividends on our common stock. We expect to retain any
earnings generated by our operations for the development and expansion of our
business and do not anticipate paying any dividends to our stockholders for the
foreseeable future.
Recent Sales Of Unregistered Securities
Except as otherwise noted, all of the following shares were issued and options
and warrants granted pursuant to the exemption provided for under Section 4(2)
of the Securities Act of 1933, as amended, as a "transaction not involving a
public offering." No commissions were paid, and no underwriter participated, in
48
connection with any of these transactions. Each such issuance was made pursuant
to individual contracts which are discrete from one another and are made only
with persons who were sophisticated in such transactions and who had knowledge
of and access to sufficient information about Kronos to make an informed
investment decision. Among this information was the fact that the securities
were restricted securities.
All investors participating in private placements for cash were "accredited
investors" within the meaning of Regulation D. In addition, we note that there
are several categories of recipients of these shares. These include investors
for cash, officers, directors, consultants, litigants and former shareholders of
private companies acquired by Kronos. Kronos does not believe that these
categories of recipients should be integrated with each other under the concept
of integration. Under Securities Act Release Nos. 4552 and 4434, these
categories would not involve a single plan of financing and would not be
considered to be made for the same general purpose. As a result, each category
should be reviewed on its own. Given the small number of purchasers in these
categories, Kronos believes that these transactions complied in all respects
with Section 4(2). Kronos believes that this conclusion is true even if the
transactions occurring within each category are integrated with other
transactions occurring within six months or one year of a given transaction.
In July 2001, we issued 238,806 shares of our common stock, valued at $0.33 per
share (the negotiated purchase price for such shares), to one person, a
stockholder of Kronos, in exchange for $80,000 in cash.
In July 2001, we issued 375,000 shares of our common stock, valued at $0.57 per
share (the fair market value of our shares as of such date), at an aggregate
value of $213,750, to one person in settlement of litigation pursuant to a
Mutual Release and Settlement Agreement dated as of July 7, 2001. These shares
were delivered to the escrow agent on May 31, 2002.
In July 2001, we issued 250 shares of our common stock, valued at $0.45 per
share (the fair market value of our shares as of such date), at an aggregate
value of $113, to one person, an employee of Kronos Air Technologies, as
compensation.
In August 2001, we granted a ten-year warrant to acquire 1,400,000 shares of our
common stock, at an exercise price of $0.68 per share (the fair market value for
our shares as of the date of grant), at an aggregate value of $686,000, to Eagle
Rock Group as compensation pursuant to a warrant agreement dated August 7, 2001,
for services provided in connection with a consulting agreement dated July 2,
2001. Pursuant to such consulting agreement, a principal of the recipient of the
warrant currently serves as a director of Kronos. Such warrant vested
immediately.
On October 1, 2001, we authorized the issuance of 360,000 shares of our common
stock pursuant to a consulting agreement, valued at $0.28 per share (the
fair-market value of our shares as of such date), at an aggregate value of
$100,800, to Fusion Capital, LLC, in exchange for consulting services.
On October 1, 2001, we authorized the issuance of 1,000,000 shares of our common
stock pursuant to a pledge, valued at $0.448 per share, at an aggregate value of
$447,982, to Fusion Capital, LLC, in exchange for $447,982 in cash.
On October 1, 2001, we issued 2,250 shares of our common stock, valued at $0.452
per share (the fair-market value of our shares on April 9, 2001 and 1,250 of our
shares on September 7, 2001), at an aggregate value of $4,147.50, to an employee
of Kronos, as compensation.
On November 15, 2001, we granted options to acquire 1,000,000 shares of our
common stock at an exercise price of $0.66 for 250,000 of these options, $0.56
for 250,000 of these options and $0.42 for 500,000 of these options to Daniel R.
Dwight, a senior executive office of the Company, as part of his employment
agreement entitling him to acquire these options at a aggregate value of
$515,000.
In February 2002, we granted options to acquire 4,580,000 shares of our common
stock at an exercise price of $0.68 for 2,650,000 of these options and an
exercise price of $0.25 on the remaining 1,930,000. Of the total amount,
2,850,000 options were granted to Daniel R. Dwight, Richard A. Papworth and
Richard F. Tusing, all of whom are or were directors and officers of Kronos. The
exercise price for 1,700,000 of these options is $0.68 and the exercise price
for 1,150,000 of these options is $0.25.
49
On May 7, 2002, we completed a private placement of our common stock pursuant to
which we sold 1,971,976 shares of our common stock at $0.20 per share to seven
accredited investors for consideration of $335,100 cash and 1,429,695 shares of
our common stock at $0.20 per share to six members or former members of our
management team and / or directors, including Daniel R. Dwight, Richard A.
Papworth, Richard F. Tusing, Erik W. Black, and James P. McDermott, for
consideration of $39,987 cash and commitments to convert $203,061 of debt.
On June 12, 2002, we issued 500,000 shares of our common stock, valued at $0.21
per share (the fair-market value of our shares as of such date) at an aggregate
value of $105,000 to two persons pursuant to a Settlement agreement, dated June
7, 2002, with Aperion Audio.
On December 6, 2002, we issued 100,000 shares of our common stock, valued at
$0.115 per share (the fair-market value of our shares as of such date) at an
aggregate value of $11,500 to Aperion Audio for forbearance on the note payable
to Aperion Audio.
On December 24, 2002, we issued 206,000 shares of our common stock, valued at
$0.11 per share (the fair-market value of our shares as of such date) at an
aggregate value of $22,660 for reduction in debt owed to Jeffery A. Wilson.
On March 3, 2003, we granted options to acquire 2,165,000 shares of our common
stock at an exercise price of $0.185. Of the 2,165,000 options, 1,560,000
options were granted to Daniel R. Dwight, Richard A. Papworth and Richard F.
Tusing, all of whom are or were directors and officers of Kronos.
On March 31, 2003, we issued 49,811 shares of our common stock, valued at $0.20
per share (the fair-market value of our shares as of such date) at an aggregate
value of $8,468 for reimbursement of expenses to an employee.
On May 7, 2003, we issued 2,790,000 shares of our common stock, valued at $.098
per share (the fair-market value of our shares as of such date) at an aggregate
value of $273,420 to acquire certain intellectual property rights related to
"Electron Wind Generation". These shares were issued with certain rights
allowing the Company to buy back all or a portion of the shares at fixed prices
through the year 2006. The Company has the right to buy back shares at $0.15 per
share in 2003, $.017 per share in 2004, $0.19 in 2005 and $0.20 in 2006.
On May 12, 2003, we issued warrants to purchase 13,492,342 shares of our common
stock at an exercise price of $0.10. The warrants were issued as part of a
secured financing with HoMedics.
On June 30, 2003, we issued 207,533 shares of our common stock, valued at $0.165
per share (the fair-market value of our shares as of such date) at an aggregate
value of $34,489 for services rendered to two outside consultants.
On June 30, 2003, we granted options to acquire 30,000 options of our common
stock at an exercise price of $0.36 and 18,000 options at an exercise price of
$0.10 to two outside consultants, respectively, for services rendered and 50,000
options at an exercise price of $0.185 to Jeffery A. Wilson, our former Chairman
and Chief Executive Officer, for services rendered.
On October 31, 2003, we authorized the issuance of 360,000 shares of our common
stock pursuant to a consulting agreement, valued at $0.22 per share (the
fair-market value of our shares as of such date), at an aggregate value of
$79,200, to Fusion Capital, LLC, in exchange for consulting services.
In February 2004, we authorized the issuance of 438,493 shares of our common
stock, valued at $0.10 per share, at an aggregate value of $69,230, to Daniel
Dwight, Richard Papworth and Richard Tusing in exchange for Board of Director
services.
In March 2004, we granted options to acquire 2,126,522 options of our common
stock at an exercise price of $0.18 to Alexander Chriss, Daniel Dwight, Igor
Krichtafovitch, and Richard Tusing in exchange for the conversion of $1,063,261
in past due accounts payable into Promissory Notes due on December 31, 2006.
50
In October 2004, we issued five million shares of our common stock, valued at
$0.10 per share at an aggregate value of $500,000 to Cornell Capital Partners,
LLC. The proceeds will be used for general working capital. In October 2004, we
issued 2,941,177 shares to Cornell Capital Partners, LLC as a commitment fee
upon Kronos executing the $20 million Standby Equity Distribution Agreement. In
the event this Agreement is terminated in accordance with the terms of this
Agreement, or the Company does not forward any Advance Notices during the term
of this Agreement, the Cornell shall return 2,500,000 shares of the commitment
fee shares to the Company. On January 28, 2005, Kronos and Cornell Capital
Partners mutually agreed to terminate the October 15, 2004 Standby Equity
Distribution Agreement and Cornell Capital Partners returned the 2,941,177
shares of common stock.
In October 2004, we issued 62,500 shares of our common stock, valued at $0.10
per share at an aggregate value of $6,250 to Newbridge Securities Corporation as
a placement agent fee in connection with the Standby Equity Distribution
Agreement.
In October 2004, we issued to HoMedics a warrant to purchase 26,507,658 shares
of Kronos common stock. The warrant is exercisable for a period of ten (10) days
from the date of issuance. The exercise price is $0.10 per share.
In November 2004, we issued two million shares of our common stock valued at
$0.10 per share at an aggregate value of $200,000 to Fusion Capital Partners,
LLC. The proceeds were used to eliminate Kronos' non-interest bearing demand
obligation to Fusion Capital.
In November 2004, we issued two million eight hundred thousand shares of our
common stock valued at $0.10 per share at an aggregate value of $280,000 to a
group of accredited investors. The proceeds were used for operating working
capital.
51
DESCRIPTION OF SECURITIES
General
Common Stock
Holders of our common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors. Accordingly, holders of a majority of our common stock entitled to
vote in any election of directors may elect all of the directors standing for
election should they choose to do so. Neither our Articles of Incorporation nor
our Bylaws provide for cumulative voting for the election of directors. Holders
of our common stock are entitled to receive their pro rata share of any
dividends declared from time to time by the Board of Directors out of funds
legally available therefor. Holders of our common stock have no preemptive,
subscription, conversion, sinking fund, or redemption rights. All outstanding
shares of our common stock are fully paid and non-assessable. In the event of
liquidation, dissolution, or winding up of Kronos, the holders of common stock
are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock (if any)
then outstanding.
Preferred Stock
Our Articles of Incorporation authorizes 50,000,000 shares of preferred stock,
no par value. No shares of preferred stock are issued and outstanding as of the
date of this prospectus. The Board of Directors is authorized, subject to any
limitations prescribed by the Nevada Revised Statutes, or the rules of any
quotation system or national securities exchange on which our stock may be
quoted or listed, to provide for the issuance of shares of preferred stock in
one or more series; to establish from time to time the number of shares to be
included in each such series; to fix the rights, powers, preferences, and
privileges of the shares of such series, without further vote or action by the
stockholders. Depending upon the terms of the preferred stock established by the
Board of Directors, any or all series of preferred stock could have preference
over the common stock with respect to dividends and other distributions and upon
liquidation of Kronos or could have voting or conversion rights that could
adversely affect the holders of the outstanding common stock. As of the date of
this prospectus, the voting and other rights associated with the preferred stock
have yet to be determined by the Board of Directors. There are no present plans
by the Board of Directors to issue preferred shares or address the rights to be
assigned thereto.
Options
Options to acquire shares in the Company's common stock have been issued to
employees, board members, advisory board members and consultants as compensation
for services provided to the Company. As of May 26, 2005, the following options
had been granted in the amounts and to the individuals shown below; as of the
date hereof, none of such options have been exercised:
Name Number of Options Strike Price Date of Grant Expiration
--------------------------------- -------------------- -------------- ---------------- ----------------
Daniel R. Dwight 50,000 (1) $0.890 4/9/2001 4/9/2006
500,000 (2) $0.420 11/15/2001 11/15/2011
250,000 (2) $0.560 11/15/2001 11/15/2011
250,000 (2) $0.660 11/15/2001 11/15/2011
1,000,000 (3) $0.680 2/12/2002 2/12/2012
600,000 (4) $0.250 12/12/2002 2/12/2012
660,000 (5) $0.185 3/21/2003 3/21/2013
726,206 (6) $0.180 3/22/2004 3/22/2014
Richard F. Tusing 50,000 (1) $0.890 4/9/2001 4/9/2006
600,000 (3) $0.680 2/12/2002 2/12/2012
350,000 (4) $0.250 2/12/2002 2/12/2012
246,500 (7) $0.960 6/30/2002 6/30/2005
126,700 (7) $0.960 6/30/2002 6/30/2006
971,756 (6) $0.180 3/22/2004 3/22/2014
52
Igor Krichtafovitch 50,000 (1) $0.890 4/9/2001 4/9/2006
600,000 (3) $0.680 2/12/2002 2/12/2012
400,000 (4) $0.250 2/12/2002 2/12/2012
600,000 (5) $0.185 3/21/2003 3/21/2013
500,000 (8) $0.150 5/7/2003 5/7/2013
180,726 (6) $0.180 3/22/2004 3/22/2014
J. Alexander Chriss 50,000 (1) $0.890 4/9/2001 4/9/2006
104,800 (9) $1.120 12/31/2001 12/31/2004
350,000 (3) $0.680 2/12/2002 2/12/2012
300,000 (4) $0.250 2/12/2002 2/12/2012
405,000 (5) $0.185 3/21/2003 3/21/2013
247,834 (6) $0.180 3/22/2004 3/22/2014
Richard A. Papworth 50,000 (1) $0.890 4/9/2001 4/9/2006
398,475(10) $0.890 4/9/2001 4/9/2011
100,000 (3) $0.680 2/12/2002 2/12/2012
200,000 (4) $0.250 2/12/2002 2/12/2012
300,000 (5) $0.185 3/21/2003 3/21/2013
Vladimir Gorobets 30,000 (4) $0.250 2/12/2002 2/12/2012
100,000 (5) $0.185 3/21/2003 3/21/2013
Jacob Oharah 30,000 (4) $0.250 2/12/2002 2/12/2012
50,000 (5) $0.185 3/21/2003 3/21/2013
Sergey Karpov 30,000(11) $0.200 4/7/2004 4/07/2014
Vladimir Bibikov 25,000(11) $0.220 6/30/2003 6/30/2013
Terence Tam 25,000(11) $0.195 4/21/2004 4/21/2014
Maciej R. Ziomkowski 25,000(11) $0.165 11/22/2004 11/22/2014
Christopher A. Martin 25,000(11) $0.165 11/22/2004 11/22/2014
Charles D. Strang 50,000 (1) $0.890 4/9/2001 4/9/2006
50,000(12) $0.710 5/3/2001 5/3/2011
50,000(12) $0.280 8/14/2002 8/14/2007
18,904(12) $0.150 12/30/2002 12/30/2007
21,000(12) $0.150 8/6/2003 8/6/2008
50,000(12) $0.200 8/6/2004 8/6/2009
James P. McDermott 50,000(12) $0.280 7/30/2001 7/30/2006
20,959(12) $0.150 12/30/2002 12/30/2007
30,000(12) $0.150 8/6/2003 8/6/2008
211,096(12) $0.200 7/1/2004 7/1/2009
Spencer I. Browne 211,096(12) $0.200 7/1/2004 7/1/2009
Milton M. Segal 191,726(12) $0.200 7/1/2004 7/1/2009
William Poster 35,000(12) $0.280 7/30/2002 7/30/2007
35,575(12) $0.150 7/30/2003 7/30/2008
50,000(12) $0.200 7/30/2004 7/30/2009
Jeffrey D. Wilson 50,000 (1) $0.890 4/9/2001 4/9/2006
200,000(12) $0.710 5/3/2001 5/3/2011
50,000(14) $0.360 10/10/2001 10/10/2004
23,014(12) $0.590 10/15/2001 10/15/2006
10,000(15) $0.210 3/31/2002 3/31/2007
50,000(12) $0.410 4/30/2002 4/30/2007
10,000(15) $0.190 6/30/2002 6/30/2007
10,000(15) $0.140 9/30/2002 9/30/2007
42,000(13) $0.220 10/15/2002 10/15/2007
33,425(12) $0.180 12/30/2002 12/30/2007
50,000 (1) $0.190 6/30/2003 6/30/2008
Erik W. Black 50,000 (1) $0.890 4/9/2001 4/9/2006
29,041(12) $0.160 6/1/2001 6/1/2006
50,000(12) $0.380 12/30/2002 12/30/2007
30,000(12) $0.150 8/6/2003 8/6/2008
39,667(12) $0.200 10/6/2003 10/6/2008
Charles H. Wellington, Jr. 50,000 (1) $0.890 4/9/2001 4/9/2006
Capitol Partners 30,000 (13) $0.360 11/27/2001 11/27/2011
Daniel Gladkowski 18,000 (13) $0.100 4/1/2003 4/1/2008
53
(1) Compensation for services provided to the Company.
(2) Pursuant to an employment agreement dated as of November 15, 2001 and a
corresponding stock option agreement dated as of November 15, 2001.
(3) Compensation bonus for 2000.
(4) Compensation bonus for 2001.
(5) Compensation bonus for 2002.
(6) Compensation for the conversation of accounts payable owed for services
provided to the Company in exchange for long term Promissory Notes dated as of
March 31, 2004.
(7) Pursuant to consulting agreements dated as of August 11, 2000 (individually)
and January 1, 2001 (as Dwight Tusing & Associates), as amended April 12, 2001.
(8) Pursuant to the acquisition of license rights to the Kronos technology dated
as of May 7, 2003.
(9) Pursuant to a consulting agreement dated as of March 18, 2001; option grant
effective as of April 30, 2001.
(10) Pursuant to an employment agreement dated as of May 19, 2000.
(11) Initial compensation for joining the Company.
(12) Compensation for services to the Board of Directors.
(13) Pursuant to consulting services provided to the Company.
(14) Pursuant to an agreement dated October 10, 2001 between TSET and Mr.
Wilson, Mr. Wilson was granted an option to purchase 50,000 shares of common
stock in consideration of Mr. Wilson's service in year 2001, prior to his
resignation, as Chairman of TSET's Board of Directors.
(15) Pursuant to a Promissory Note dated as of October 10, 2001.
Warrants
On May 9, 2003, we entered in a Warrant Agreement with HoMedics, Inc. pursuant
to which HoMedics was granted a ten-year warrant to acquire 13,492,342 shares at
an exercise price of $0.10 per share. The warrant shares were issued in exchange
for providing $3.4 million in debt financing and $100,000. On October 25, 2004,
we entered into a Warrant Agreement with HoMedics, pursuant to which HoMedics
was granted a ten-year warrant to acquire 26,507,628 shares at an exercise price
of $0.10 per share. The warrants were issued in exchange for HoMedics agreeing
to extend repayment of Kronos debt and to provide an additional $1 million in
funding - $925,000 in secured debt financing and $75,000. HoMedics increased
their potential equity position in Kronos to 30% of Kronos common stock on a
fully diluted basis.
On August 7, 2001, we entered into a Warrant Agreement with The Eagle Rock
Group, LLC, pursuant to which The Eagle Rock Group was granted a ten-year
warrant to acquire one million four hundred thousand (1,400,000) shares of our
common stock at an exercise price of $0.68 per share (the fair market value on
the date of grant). Effective March 11, 2002, we entered into an agreement with
The Eagle Rock Group extending our relationship with The Eagle Rock Group until
March 1, 2003. Pursuant to the agreement, we agreed to grant to The Eagle Rock
Group a ten-year warrant for the right to purchase nine hundred thousand
(900,000) shares of our common stock: Two hundred and fifty thousand (250,000)
warrant shares at an exercise price of $0.42 and two hundred and fifty thousand
(250,000) warrant shares at an exercise price of $0.205 (the closing price of
the Company's common stock on March 1, 2002) were earned over a 12-month period
and four hundred thousand (400,000) warrant shares at an exercise price of
$0.145 were earned upon securing of our Licensing Agreement with HoMedics. These
warrants are irrevocable and are fully vested.
Transfer Agent
The transfer agent for our common stock is American Stock & Transfer Company,
6201 15th Avenue, Brooklyn, New York 11219 and its telephone number is (718)
921-8124.
Limitation Of Liability: Indemnification
As permitted by the Nevada Revised Statutes, our Bylaws provide for the
indemnification of our directors, officers, and employees or of any corporation
in which any such person serves as a director, officer, or employee at our
request, to the fullest extent allowed by the Nevada Revised Statutes, against
expenses (including, without limitation, attorney's fees, judgments, awards,
fines, penalties, and amounts paid in satisfaction of judgment or in settlement
of any action, suit, or proceeding) incurred by any such director, officer, or
employee. The Nevada Revised Statutes currently provides that such liability may
54
be so limited, except for: (a) acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law; or (b) the payment of
distributions in violation of Nevada Revised Statutes 78.300. As a result of
this provision, our company and our stockholders may be unable to obtain
monetary damages from such persons for breach of their duty of care. Although
stockholders may continue to seek injunctive and other equitable relief for an
alleged breach of fiduciary duty by such persons, stockholders may have no
effective remedy against the challenged conduct if equitable remedies are
unavailable.
We provide director and officer liability insurance and pays all premiums and
other costs associated with maintaining such insurance coverage. We have also
entered into indemnification agreements with each director and officer.
Anti-Takeover Effects Of Provisions Of Nevada State Law
We may be or in the future we may become subject to Nevada's control share law.
A corporation is subject to Nevada's control share law if it has more than 200
stockholders, at least 100 of whom are stockholders of record and residents of
Nevada, and it does business in Nevada or through an affiliated corporation.
The law focuses on the acquisition of a "controlling interest" which means the
ownership of outstanding voting shares sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the
voting power of the corporation in the election of directors: (i) one-fifth or
more but less than one-third, (ii) one-third or more but less than a majority,
or (iii) a majority or more. The ability to exercise such voting power may be
direct or indirect, as well as individual or in association with others.
The effect of the control share law is that the acquiring person, and those
acting in association with it, obtains only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
Nevada's control share law may have the effect of discouraging takeovers of the
corporation.
In addition to the control share law, Nevada has a business combination law
which prohibits certain business combinations between Nevada corporations and
"interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder" unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The effect of Nevada's business combination law is to potentially discourage
parties interested in taking control of the Company from doing so if it cannot
obtain the approval of our board of directors.
55
EXPERTS
The consolidated financial statements as of and for the years ended June 30,
2004 and 2003 included in the Prospectus have been audited by Sherb & Co. LLP,
independent registered public accounting firm, to the extent and for the periods
set forth in their report (which contains an explanatory paragraph regarding
Kronos' ability to continue as a going concern) appearing elsewhere herein and
are included in reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.
LEGAL MATTERS
Burton Bartlett and Glocovac, of Reno, Nevada, will pass upon the validity of
the shares of common stock offered hereby for us.
HOW TO GET MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which forms a part of the
registration statement, does not contain all the information set forth in the
registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the to the exhibits for a
complete statement of their terms and conditions. The registration statement and
other information may be read and copied at the Commission's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.
56
KRONOS ADVANCED TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS
PAGE(S)
Financial Statements for March 31, 2005 (unaudited)
Consolidated Balance Sheet as of March 31, 2005 (unaudited) F-2
Consolidated Statements of Operations for the Three and Nine
Months Ended March 31, 2005 and March 31, 2004(unaudited) F-3
Consolidated Statements of Cash Flows for the Three and Nine Months
Ended March 31, 2005 and March 31, 2004 (unaudited) F-4
Notes to Consolidated Interim Financial Statements (unaudited) F-5
Consolidated Financial Statements for June 30, 2004
Report of Independent Registered Public Accounting Firm F-13
Consolidated Balance Sheet as of June 30, 2004 F-14
Consolidated Statements of Operations for the Years Ended
June 30, 2004 and June 30, 2003 F-15
Consolidated Statements of Stockholders' Deficit for the Period
from June 30, 2002 Through June 30, 2004 F-16
Consolidated Statements of Cash Flows for the Years Ended
June 30, 2004 and June 30, 2003 F-17
Notes to Consolidated Financial Statements F-18
F-1
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
March 31, June 30,
2005 2004
----------- -----------
Assets (Unaudited)
Current Assets
Cash $ 187,774 $ 69,063
Accounts receivable, net 48,929 97,544
Prepaids and other 222,865 71,050
----------- -----------
Total Current Assets 459,568 237,657
----------- -----------
Net Property and Equipment 4,181 6,292
----------- -----------
Other Assets
Intangibles 2,012,067 2,253,029
----------- -----------
Total Other Assets 2,012,067 2,253,029
----------- -----------
Total Assets $2,475,816 $2,496,978
=========== ===========
Liabilities and Shareholders' Deficit
Current Liabilities
Accrued expenses and payables
to directors and officers $ 16,837 $ 36,258
Accounts payable 98,102 272,544
Accrued expenses 438,945 312,346
Deferred revenue - 3,218
Notes payable to directors and
officers, current portion 278,221 76,637
Other notes payable, current portion 2,031,417 722,289
----------- -----------
Total Current Liabilities 2,863,522 1,423,292
----------- -----------
Long Term Liabilities
Notes payable:
Notes payable to directors and officers 145,693 1,063,266
Other notes payable 2,403,638 1,983,039
Discount on notes payable - (589,261)
----------- -----------
Total Long Term Liabilities 2,549,331 2,457,044
----------- -----------
Total Liabilities 5,412,853 3,880,336
----------- -----------
Shareholders' Deficit
Common stock, authorized 500,000,000
shares of $.001 par value -
71,186,345 and 61,323,845 shares
outstanding on March 31, 2005 and
June 30, 2004, respectively 71,186 61,323
Capital in excess of par value 22,959,327 18,578,019
Accumulated deficit (25,967,550) (20,022,700)
----------- -----------
Total Shareholders' Deficit (2,937,037) (1,383,358)
----------- -----------
Total Liabilities and Shareholders' Deficit $2,475,816 $2,496,978
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, Nine months ended March 31,
------------------------------- ------------------------------
2005 2004 2005 2004
----------- ----------- ----------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Sales $ 48,928 $ 100,108 $ 430,379 $ 341,653
Cost of sales 41,549 71,745 375,397 227,550
----------- ----------- ----------- ----------
Gross Profit 7,379 28,363 54,982 114,103
----------- ----------- ----------- ----------
Selling, General and
Administrative expenses
Compensation and benefits 371,413 213,805 889,415 626,352
Research and development 23,642 26,877 78,207 65,728
Professional services 108,176 85,755 95,119 203,039
Depreciation and amortization 98,931 72,046 297,206 213,090
Insurance 46,120 36,937 138,361 110,813
Facilities 23,859 23,897 67,792 68,607
Other 26,414 58,874 166,356 162,372
----------- ----------- ----------- ----------
Selling, General and
Administrative expenses 698,555 518,191 1,732,456 1,450,001
----------- ----------- ----------- ----------
Net Operating Loss (691,176) (489,828) (1,677,474) (1,335,898)
Loss on Debt Restructuring - - (3,857,467) -
Other Income 1,012 - 1,415 22,000
Interest Expense (117,168) (124,598) (411,324) (421,020)
----------- ----------- ----------- ----------
Net Loss $ (807,332) $ (614,426) $(5,944,850) $(1,734,918)
=========== =========== =========== ===========
Net Loss Per Share
- Basic and diluted $ (0.01) $ (0.01) $ (0.09) $ (0.03)
=========== =========== =========== ===========
Weighted average
shares outstanding
- Basic and diluted 71,578,502 58,988,534 67,612,904 56,627,368
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-3
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended March 31,
-----------------------------------
2005 2004
------------ ------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from operations $(5,944,850) $(1,734,918)
Adjustments to reconcile net loss to
net cash used in operations
Depreciation and amortization 297,206 213,090
Common stock issued for
compensation/services - 148,430
Accretion of note discount 92,965 191,438
Loss on debt restructuring 3,857,467 -
Change In
Accounts receivable 48,615 16,935
Prepaid expenses and other assets 60,685 (19,577)
Deferred revenue (3,218) (130,533)
Accounts payable (193,863) (16,437)
Accrued expenses and other liabilities 126,599 12,710
------------ ------------
Net cash Used in Operations (1,658,394) (1,318,862)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in patent protection (54,134) (104,760)
------------ ------------
Net cash Used in Investing Activities (54,134) (104,760)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,030,000 1,376,861
Proceeds from short-term borrowings 100,000 -
Repayments of short-term borrowings (1,086,261) (319,746)
Proceeds from long-term borrowings 4,400,000 -
Repayments from long-term borrowings (2,400,000) -
Debt acquisition costs (212,500) -
------------ ------------
Net cash Provided by Financing
Activities 1,831,239 1,057,115
------------ ------------
NET (DECREASE) INCREASE IN CASH 118,711 (366,507)
CASH
Beginning of period 69,063 641,178
------------ ------------
End of period $ 187,774 $ 274,671
============ =============
Supplemental schedule of non-cash
investing and financing activities:
Interest paid in cash $ 111,359 $ 9,430
============ =============
Accounts payable/accrued expense
converted to notes payable $ - $ 1,139,903
============ =============
The accompanying notes are an integral part of these financial statements.
F-4
KRONOS ADVANCED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Kronos Advanced
Technologies, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments necessary to present fairly the
information set forth therein have been included. Operating results for the
three and nine month periods ended March 31, 2005 are not necessarily indicative
of the results that may be experienced for the fiscal year ending June 30, 2005.
These consolidated financial statements are those of the Company and its
wholly-owned subsidiary. All significant inter-company accounts and transactions
have been eliminated in the preparation of the consolidated financial
statements.
The accompanying consolidated financial statements should be read in conjunction
with the Kronos Advanced Technologies, Inc. Form 10-KSB for the fiscal year
ended June 30, 2004 filed on October 15, 2004.
NOTE 2 - REALIZATION OF ASSETS AND GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
Company has sustained losses from operations in recent years, and such losses
have continued through the period ended March 31, 2005. In addition, the Company
has used, rather than provided, cash in its operations. The Company is currently
using its resources in its efforts to raise capital necessary to bring the
Kronos technology to market, and to provide for its working capital needs.
In view of the matters described in the preceding paragraph, recoverability of a
major portion of the asset amounts shown in the accompanying balance sheet is
dependent upon continued operations of the Company, which in turn is dependent
upon the Company's ability to meet its financing requirements on a continuing
basis, to maintain present financing and to succeed in its future operations.
The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
Management has taken the following steps with respect to its operating and
financial requirements, which it believes are sufficient to provide the Company
with the ability to continue in existence:
HoMedics Licensing Agreement. In October 2002, Kronos Air Technologies, Inc.,
and HoMedics USA, Inc. executed a multiyear, multi-million-dollar Licensing
Agreement to bring Kronos' proprietary technology to the consumer. The agreement
provides for exclusive North American, Australian and New Zealand retail
distribution rights for next generation consumer air movement and purification
products based on the patented Kronos technology. In August 2004, the Company
and HoMedics, Inc. began preparing the Kronos-based consumer standalone product
line for mass production. In February 2005, Kronos and HoMedics began expanding
product production beyond the initial prototypes and initiated increased product
testing to complete the product claims platform. The initial term of the
agreement is three and one half years from the initial sale of consumer air
purification products by HoMedics, which shall be no later than December 31,
2006, with the option to extend the agreement for six additional years. Kronos
will be compensated through an initial royalty payment and ongoing quarterly
royalty payments based on a percentage of sales. HoMedics will pay minimum
royalty payments of at least $2.0 million during the initial term and on-going
royalty payments to extend the agreement. Kronos will retain full rights to all
of its intellectual property.
F-5
US Navy SBIR. In November 2002, Kronos was awarded by the U. S. Navy a Small
Business Innovation Research Phase II contract worth $580,000, plus an option of
$145,000. The Phase II contract (commercialization phase) is an extension of the
Phase I and the Phase I Option work that began in 2001. It is intended that the
Kronos devices being developed under this contract will be embedded in existing
HVAC systems in order to move air more efficiently than traditional, fan-based
technology. During Phase II, Kronos developed and produced a set of fully
controlled devices that represent a "cell" of an advanced distributive air
management system with medium capacity airflow in a U.S. Navy unique
environment. The "cell" has been designed to be easily adjustable to a variety
of parameters such as duct size, airflow requirements, and air quality. As of
March 31, 2005, the U. S. Navy had provided Kronos with $580,000 in funding for
this effort. Kronos is scheduled to ship the finished product to Northrop
Grumman for testing and evaluation in May 2005.
US Army SBIR Option. In October 2003, the U.S. Army awarded Kronos the Small
Business Innovation Research Phase II contract. The contract is worth $369,000.
The contract is to develop Kronos' proprietary Electrostatic Dehumidification
Technology ("EDT"). Kronos initiated work under the Phase II contract in
December 2003. In December 2004, the U.S. Army extended the first year of the
contract to February 2005. In February 2005, because the Army's focus was on
researching a specific aspect of using an electrostatic process for
dehumidification and did not share Kronos' vision for a broader application for
using the unique aspects of EDT for dehumidification, the Army decided not to
pursue their Phase II option. As of March 31, 2005, the U. S. Army had provided
Kronos with $275,000 in funding for this effort and another $49,000 was invoiced
by Kronos during the quarter ended March 31, 2005.
Cornell Equity and Equity Backed Financing. In October 2004, Kronos entered into
agreements for up to $20.5 million in equity and equity backed debt financing
from Cornell Capital Partners. In October 2004, Kronos sold five million
unregistered shares of Kronos common stock for gross proceeds of $500,000.
Cornell Capital Partners committed to provide $4 million pursuant to two Equity
Backed Promissory Notes: $2 million was funded upon the filing an SB-2
Registration Statement and $2 million will be funded upon the SEC declaring the
Registration Statement effective. Kronos executed a Standby Equity Distribution
Agreement for up to $20 million of funding which Kronos has the option to
drawdown against in increments as large as $1.5 million over the next
twenty-four months.
HoMedics provided debt financing. In October 2004, HoMedics agreed to extend
repayment of Kronos debt and to provide an additional $1.0 million in funding
(refer to Note 10 - Commitments and Contingencies below).
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method. The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a June 30 fiscal year end.
Reclassifications. Certain reclassifications have been made to the 2004
financial statements in order to conform to the 2005 presentation. None of these
reclassifications affected previously reported financial position, results of
operations or cash flows of the Company.
Principles of Consolidation. The consolidated financial statements of the
Company include those of the Company and of each of its subsidiaries for the
periods in which the subsidiaries were owned/held by the Company. All
significant intercompany accounts and transactions have been eliminated in the
preparation of the consolidated financial statements. At March 31, 2005, we had
only one subsidiary, Kronos Air Technologies, Inc.
Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
revenues and expenses during the periods. Actual results could differ from those
estimates.
Concentrations of Credit Risk. Financial instruments which can potentially
subject the Company to concentrations of credit risk consist principally of
trade receivables. The Company manages its exposure to risk through ongoing
credit evaluations of its customers and generally does not require collateral.
The Company maintains an allowance for doubtful accounts for potential losses
and does not believe it is exposed to concentrations of credit risk that are
likely to have a material adverse impact on the Company's financial position or
results of operations.
F-6
Cash and Cash Equivalents. The Company considers all highly liquid short-term
investments, with a remaining maturity of twelve months or less when purchased,
to be cash equivalents.
Accounts Receivable. The Company provides an allowance for losses on trade
receivables based on a review of the current status of existing receivables and
management's evaluation of periodic aging of accounts. Accounts receivable are
shown net of allowances for doubtful accounts of $0 at March 31, 2005 and June
30, 2004. The Company charges off accounts receivable against the allowance for
losses when an account is deemed to be uncollectable.
Property and Equipment. Property and equipment are recorded at cost.
Depreciation is provided over the estimated useful lives of the assets, which
range from three to seven years. Expenditures for major renewals and betterments
that extend the original estimated economic useful lives of the applicable
assets are capitalized. Expenditures for normal repairs and maintenance are
charged to expense as incurred. The cost and related accumulated depreciation of
assets sold or otherwise disposed of are removed from the accounts, and any gain
or loss is included in operations.
Intangibles. The Company uses assumptions in establishing the carrying value,
fair value and estimated lives of our long-lived assets and goodwill. The
criteria used for these evaluations include management's estimate of the asset's
continuing ability to generate positive income from operations and positive cash
flow in future periods compared to the carrying value of the asset, the
strategic significance of any identifiable intangible asset in our business
objectives, as well as the market capitalization of the Company. Cash flow
projections used for recoverability and impairment analysis use the same key
assumptions and are consistent with projections used for internal budgeting, and
for lenders and other third parties. If assets are considered to be impaired,
the impairment recognized is the amount by which the carrying value of the
assets exceeds the fair value of the assets. Useful lives and related
amortization or depreciation expense are based on our estimate of the period
that the assets will generate revenues or otherwise be used by Kronos. Factors
that would influence the likelihood of a material change in our reported results
include significant changes in the asset's ability to generate positive cash
flow, loss of legal ownership or title to the asset, a significant decline in
the economic and competitive environment on which the asset depends, significant
changes in our strategic business objectives, and utilization of the asset.
Income Taxes. Income taxes are accounted for in accordance with the provisions
of SFAS No. 109. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amounts
expected to be realized, but no less than quarterly.
Research and Development Expenses. Costs related to research and development are
charged to research and development expense as incurred.
Earnings (Loss) Per Share. Basic earnings (loss) per share is computed using the
weighted average number of shares outstanding. Diluted earnings (loss) per share
is computed using the weighted average number of shares outstanding adjusted for
the incremental shares attributed to outstanding options and warrants to
purchase common stock, when their effect is dilutive.
Revenue Recognition. The Company recognizes revenue in accordance with Staff
Accounting Bulletin (SAB) 104, which requires evidence of an agreement, delivery
of the product or services at a fixed or determinable price, and assurance of
collection within a reasonable period of time. Further, Kronos Air Technologies
recognizes revenue on the sale of the custom-designed contract sales under the
percentage-of-completion method of accounting in the ratio that costs incurred
to date bear to estimated total costs. For uncompleted contracts where costs and
estimated profits exceed billings, the net amount is included as an asset in the
balance sheet. For uncompleted contracts where billings exceed costs and
estimated profits, the net amount is included as a liability in the balance
sheet. Sales are reported net of applicable cash discounts and allowances for
returns. Revenue from government grants for research and development purposes is
recognized as revenue as long as the Company determines that the government will
F-7
not be the sole or principal expected ultimate customer for the research and
development activity or the products resulting from the research and development
activity. Otherwise, such revenue is recorded as an offset to research and
development expenses in accordance with the Audit and Accounting Guide, Audits
of Federal Government Contractors. In either case, the revenue or expense offset
is not recognized until the grant funding is invoiced and any customer
acceptance provisions are met or lapse.
Stock, Options and Warrants Issued for Services. Issuances of shares of the
Company's stock to employees or third-parties for compensation or services is
valued using the closing market price on the date of grant for employees and the
date services are completed for non-employees. Issuances of options and warrants
of the Companies stock are valued using the Black-Scholes option model.
Stock Options. Statement of Financial Accounting Standards No. 148 "Accounting
for Stock-Based Compensation-Transition and Disclosure, an Amendment of FASB
Statement No. 123," amends the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), to require more prominent disclosures in both annual and interim
financial statements regarding the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.
The Company accounts for stock-based compensation to employees and directors
using the intrinsic value method of accounting as prescribed under Accounting
Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
Employees" and related Interpretations. Under the intrinsic value method,
because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of the grant, no compensation
expense is recognized in the Company's Consolidated Statements of Operations.
RECENT ACCOUNTING PRONOUNCEMENTS - In December 2004, the FASB issued Statement
123r (revised 2004) which is a revision of FASB Statement No. 123, Accounting
for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This Statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This Statement requires a public entity to measure the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the award (with limited exceptions). That cost
will be recognized over the period during which an employee is required to
provide service in exchange for the award--the requisite service period (usually
the vesting period). The Company files as a small business issuer and must meet
the requirements of this Statement for accounting periods after December 15,
2005. Adoption of FASB 123r will have a significant impact on the financial
statements of the Company through the expensing of stock option grants.
NOTE 4 -- INCOME TAXES
The composition of deferred tax assets and the related tax effects at March 31,
2005 and June 30, 2004 are as follows:
March 31, 2005
(Unaudited) June 30, 2004
------------- -------------
Benefit from carryforward of capital and
net operating losses $ 5,674,537 $ 4,841,083
Other temporary differences 156,740 156,740
Less:
Valuation allowance (5,831,277) (4,997,823)
------------- -------------
Net deferred tax asset $ - $ -
============= =============
F-8
The other temporary differences shown above relate primarily to impairment
reserves for intangible assets, and accrued and deferred compensation. The
difference between the income tax benefit in the accompanying statements of
operations and the amount that would result if the U.S. Federal statutory rate
of 34% were applied to pre-tax loss is as follows:
March 31, 2005
(Unaudited) June 30,2004
--------------------------- ----------------------------
% of % of
Amount Pre-Tax Loss Amount Pre-Tax Loss
------------- ------------ -------------- ------------
Benefit for income tax at federal statutory rate $ 2,017,731 34.0% $ 848,265 34.0%
Benefit for income tax at state statutory rate 118,690 2.0 % 49,728 1.9%
Non-deductible expenses (1,302,968) (22.0)% (123,348) (4.9)%
Increase in valuation allowance (833,453) (14.0)% (774,645) (31.0)%
------------- ------------ -------------- ------------
$ - 0.0% $ - 0.0%
============= ============ ============== ============
The non-deductible expenses shown above related primarily to the amortization of
intangible assets and to the accrual of stock options for compensation using
different valuation methods for financial and tax reporting purposes.
At March 31, 2005, for federal income tax and alternative minimum tax reporting
purposes, the Company has approximately $13.4 million of unused Federal net
operating losses, $2.3 million of capital losses and $9.7 million of unused
State net operating losses available for carryforward to future years. The
benefit from carryforward of such losses will expire in various years between
2006 and 2025 and could be subject to limitations if significant ownership
changes occur in the Company.
NOTE 5 - SEGMENTS OF BUSINESS
The Company operates principally in one segment of business: The Company
licenses, manufactures and distributes air movement and purification devices
utilizing the Kronos technology. For the nine months ended March 31, 2005 and
the fiscal year ended June 30, 2004, the Company operated only in the U.S.
NOTE 6 - NET LOSS PER SHARE
Weighted average shares outstanding used in the net loss per share calculation
were 67,612,904 and 56,627,368 for the nine months ended March 31, 2005 and
2004, respectively.
As of March 31, 2005, there were outstanding options to purchase 12,813,812
shares of the Company's common stock and outstanding warrants to purchase
42,300,000 shares of the Company's common stock. These options and warrants have
been excluded from the earnings per share calculation as their effect is
anti-dilutive. As of March 31, 2004, there were outstanding options and warrants
to purchase 13,216,782 and 15,792,342 shares, respectively, of the Company's
common stock. These options have been excluded from the earnings per share
calculation as their effect is anti-dilutive.
NOTE 7 - NOTES PAYABLE
The Company had the following obligations as of March 31, 2005 and June 30,
2004,
F-9
March 31, 2005 June 30, 2004
(Unaudited)
--------------- ---------------
Obligation to HoMedics (1) $ 2,400,000 $ 2,400,000
Discount on obligation to HoMedics - (589,261)
Obligation to Cornell (2) 2,000,000 -
Obligation to current employees (3) 423,913 1,139,903
Obligation for finance leases (4) 35,056 50,328
Obligation to Fusion Capital (5) - 200,000
Obligations to others - 55,000
--------------- ---------------
4,858,969 3,255,970
Less:
Current portion 2,309,638 798,926
--------------- ---------------
Total long term obligations net of
current portion $ 2,549,331 $ 2,457,044
=============== ===============
(1) This note has a 5 year term and bears interest at 6%. In October 2004,
HoMedics agreed to extend repayment of this note. This note was issued
along with warrants for the purchase of 13.6 million shares of the
Company's common stock. As a result, the note was recorded with a discount
of $893,000 that was being amortized against earnings using the interest
rate method of amortization. In October 2004, the note was amended to
extend payment terms (refer to Note 10 - Commitments and Contingencies). As
a result, the discount on the obligation was expensed in full during the
quarter ended December 31, 2004.
(2) This note has less than a one year term and bears interest at 12%. Payments
on the note begin upon a Registration Statement being declared effective by
the SEC.
(3) These notes bear interest at the rate of 12% and are due December 31, 2006.
(4) See Note 8 below.
(5) This is a non-interest bearing demand obligation and was only outstanding
until Fusion Capital purchased enough stock from the Company to eliminate
the advance position. In November 2004, Fusion Capital purchased two
million shares of the Company's Common Stock to eliminate the advance
position.
NOTE 8 - CAPITAL LEASES
The Company entered into a capital lease for the purpose of purchasing equipment
used in the research and product development center. Certain officers of the
Company personally guaranteed the capital lease if the Company does not fulfill
its terms of the lease obligations. The leases are for 36 months and contain
bargain purchase provisions so that the Company can purchase the equipment at
the end of each lease. The following sets forth the minimum future lease
payments and present values of the net minimum lease payments under these
capital leases:
Minimum Future Lease Payments and Present Values of the Net Minimum Lease
Payments
Period ended March 31,
-----------------------------------
2005 $ 36,337
2006 3,887
---------
Total minimum lease payments 40,224
Less: Executory costs -
---------
Net minimum lease payments 40,224
Less: Imputed interest (5,168)
---------
Present value of net minimum lease payments $ 35,056
=========
F-10
Of the equipment that was purchased using capital leases, $10,650 was
capitalized and the remaining $65,782 was expensed through research and
development and cost of sales. In the three and nine months ended March 31,
2005, the Company paid $6,047 and $22,016 in principal and $1,745 and $6,744 in
interest on capital leases, respectively. In the three and nine months ended
March 31, 2004, the Company paid $5,316 and $15,018 in principal and $3,769 and
$12,234 in interest on capital leases, respectively.
NOTE 9 - CONSULTING AGREEMENTS
On October 31, 2003, the Company entered into a 10-month consulting agreement
with Joshua B. Scheinfeld and Steven G. Martin, principals of Fusion Capital,
for consulting services with respect to operations, executive employment issues,
employee staffing, strategy, capital structure and other matters as specified
from time to time. As consideration for their services, the Company issued
360,000 shares of its common stock. In accordance with EITF 96-18, the
measurement date was established as the contract date of October 31, 2003 as the
share grant was non-forfeitable and fully vested on that date. The stock was
valued on that date at $0.22 a share (the closing price for the Company's common
stock on the measurement date). The stock issuance has been recorded as a
prepaid consulting fee and was amortized to Professional Fee Expense ratably
over the ten month term of the contract. Under this contract, expenses of $0 and
$12,586 were recorded for the three and nine months ended March 31, 2005,
respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
In October 2004, HoMedics agreed to extend repayment of Kronos debt and to
provide an additional $1 million in funding. HoMedics has agreed to provide
Kronos with an additional $1 million in financing - $925,000 in secured debt
financing and $75,000 for the purchase of additional 26,507,628 ten year
warrants exercisable at $0.10 per share. HoMedics increased their potential
equity position in Kronos to 30% of Kronos common stock on a fully diluted
basis. The $925,000 will be paid to Kronos upon Kronos achieving three
milestones: (i) $175,000 shall be funded upon delivery and successful testing of
electronic boards and power supplies from Kronos' contract manufacturing
partner, (ii) $250,000 shall be funded upon obtaining tooling of the current
prototype configuration and device testing and performing to HoMedics'
specifications, and (iii) $500,000 shall be funded upon the initial sale of
Kronos-based air purifiers by HoMedics. In addition, quarterly debt payments and
the maturity date for existing debt have been extended. Quarterly payments due
on the outstanding $2.4 million in secured debt financing, which had been
scheduled to begin in August 2004, will be due the earlier of Kronos receipt of
royalty payments from HoMedics sale of Kronos-based air purification products or
two years. The maturity date of the $2.4 million in debt has been extended from
May 2008 to October of 2009; the maturity date on the $925,000 will also be
October 2009. The interest rate will remain at 6% for the $2.4 million in debt;
the rate will also be 6% on the additional debt. In conjunction with the October
2004 agreements, Kronos issued HoMedics a warrant to buy 26. 5 million shares of
Kronos common stock. As a result of this debt restructuring, the Company
recognized a loss of $3,857,467 which represents the reacquisition price less
the net carrying value of the debt restructuring. The reacquisition price is
made up of $2,400,000 which is the amount of the new debt and $3,361,161 which
represents the value of the warrants using the Black-Scholes method. The net
carrying value is the $2,400,000 which is the old debt less the unamortized debt
discount of $496,296.
In October 2004, Kronos entered into agreements for up to $20.5 million in
equity and equity backed debt financing from Cornell Capital Partners. In
October 2004, Kronos sold 5 million unregistered shares of Kronos common stock
for gross proceeds of $500,000 to Cornell Capital Partners. Cornell Capital
Partners committed to provide $4 million pursuant to two Equity Backed
Promissory Notes, which have or will be funded as follows: $2 million was funded
upon the filing of an SB-2 Registration Statement and $2 million will be funded
upon the SEC declaring the Registration Statement effective. Kronos executed a
Standby Equity Distribution Agreement for $20 million of funding which Kronos
has the option to drawdown against in increments as large as $1.5 million over
the next twenty four months. Kronos received $0.5 million in funding upon the
amendment of the HoMedics debt financing and $2 million upon filing of an SB-2
Registration Statement. Kronos expects to receive an additional $2 million over
the next 30 - 60 days under these agreements.
F-11
Employment Agreements
The Company entered into an Employment Agreement with its President and Chief
Executive Officer, Daniel Dwight, effective as of February 11, 2001. The initial
term of the Employment Agreement was for two years and the agreement will
automatically renew for successive one year terms unless written notice within
three months of the end of the renewal term is received by either party. The
Board of Directors renewed the Employment Agreement on August 13, 2003 and again
on August 15, 2004. The Employment Agreement provides for base cash compensation
of $180,000 per year and eligibility for annual incentive bonus compensation in
an amount equal to annual salary based on the achievement of certain bonus
objectives.
The Company entered into an Employment Agreement with its Chief Operating
Officer, Richard Tusing, effective as of January 1, 2003. The initial term of
the Employment Agreement is for two years and will automatically renew for
successive one year terms unless written notice within three months of the end
of the initial term or any subsequent renewal term is received by either party.
The Board of Directors renewed the Employment Agreement on October 1, 2004. The
Employment Agreement provides for base cash compensation of $160,000 per year.
NOTE 11 - SUBSEQUENT EVENTS
In April 2005, Kronos received formal notification from the United States Patent
and Trademark Office indicating that its application entitled Electrostatic
Fluid Accelerator Design Geometries has been examined and allowed for issuance
as a U. S. patent. The patent addressed the placement, utilization and
geometries of the electrodes in Kronos based devices, which impacts the air
flow. The patent provides protection for key aspects of Kronos' technology until
2022.
In April 2005, Spencer Browne, a Member of the Kronos Board of Directors passed
away. Mr. Browne had served as a Board Member since August 2003.
F-12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors Kronos Advanced Technologies, Inc.
We have audited the accompanying consolidated balance sheet of Kronos Advanced
Technologies, Inc. and Subsidiary as of June 30, 2004 and 2003 and the related
consolidated statements of operations, shareholders' deficit and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Kronos Advanced
Technologies, Inc. and Subsidiary as of June 30, 2004 and 2003 and the results
of their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
significant losses and has a working capital deficiency as more fully described
in Note 3. These issues among others raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Sherb & Co., LLP
---------------------------------
Sherb & Co., LLP
Certified Public Accountants
New York, New York
September 27, 2004
F-13
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
June 30, June 30,
2004 2003
-------------------- --------------------
Assets
Current Assets
Cash $ 69,063 $ 641,178
Accounts receivable, net 97,544 48,766
Other Current Assets 71,050 34,135
-------------------- --------------------
Total Current Assets 237,657 724,079
-------------------- --------------------
Property and Equipment 46,011 74,673
Less: Accumulated Depreciation (39,719) (46,631)
-------------------- --------------------
Net Property and Equipment 6,292 28,042
-------------------- --------------------
Other Assets
Intangibles 2,253,029 2,487,473
-------------------- --------------------
Total Other Assets 2,253,029 2,487,473
-------------------- --------------------
Total Assets $ 2,496,978 $ 3,239,594
==================== ====================
Liabilities and Shareholders' Deficit
Current Liabilities
Accrued expenses and payables to
directors and officers $ 36,258 $ 1,172,015
Accounts payable 272,544 218,338
Accrued expenses 312,347 174,677
Deferred revenue 3,218 133,751
Notes payable, current portion 798,926 185,670
-------------------- --------------------
Total Current Liabilities 1,423,293 1,884,451
-------------------- --------------------
Long Term Liabilities
Notes payable
Notes payable to directors &
officers 1,063,266 -
Other notes payable 1,983,038 2,676,479
Discount on notes payable (589,260) (893,046)
-------------------- --------------------
Total Long Term Liabilities 2,457,044 1,783,433
-------------------- --------------------
Total Liabilities 3,880,337 3,667,884
-------------------- --------------------
Redeemable Warrants - 805,300
-------------------- --------------------
Shareholders' Deficit
Common stock, authorized 500,000,000
shares of $.001 par value
Issued and outstanding - 61,323,845
and 53,836,907, respectively 61,323 53,837
Capital in excess of par value 18,578,019 16,240,378
Accumulated deficit (20,022,701) (17,527,805)
-------------------- --------------------
Total Shareholders' Deficit (1,383,359) (1,233,590)
-------------------- --------------------
Total Liabilities and Shareholders' Deficit $ 2,496,978 $ 3,239,594
==================== ====================
The accompanying notes are an integral part of these financial statements.
F-14
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended June 30,
---------------------------------
2004 2003
--------------- ----------------
Sales $ 533,220 $ 558,590
Cost of sales 379,331 314,496
--------------- ----------------
Gross Profit 153,889 244,094
--------------- ----------------
Selling, General and Administrative expenses
Compensation and benefits 840,205 1,031,375
Research and development 60,517 116,251
Professional services 355,454 1,156,903
Depreciation and amortization 360,955 284,647
Facilities 88,914 96,579
Other selling general and administrative expenses 382,909 226,716
--------------- ----------------
Total Selling, General and Administrative expenses 2,088,954 2,912,471
--------------- ----------------
Operating Loss (1,935,065) (2,668,377)
Other Income 56,000 83,380
Interest Expense (615,831) (184,845)
--------------- ----------------
Net Loss $ (2,494,896) $ (2,769,842)
=============== ================
Basic Loss Per Share:
Net Loss $ (0.04) $ (0.06)
=============== ================
Diluted Loss Per Share:
Net Loss $ (0.04) $ (0.06)
=============== ================
Weighted Average Shares Outstanding 57,760,785 48,258,340
=============== ================
The accompanying notes are an integral part of these financial statements.
F-15
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
Common Stock Capital in Deferred Total
---------------------- Excess of Par Accumulated equity Shareholders'
Shares Amount Value Deficit compensation Deficit
----------- ---------- ------------- -------------- ------------ -------------
BALANCE at June 30, 2002 43,937,907 $ 43,938 $ 14,371,113 $ (14,757,963) $ (41,668) $ (384,580)
Shares issued for cash 6,593,084 6,593 724,875 - - 731,468
Shares issued for debt reduction 306,000 306 33,854 - - 34,160
Amortization of deferred equity compensation - 41,668 41,668
Shares issued for acquisition of intellectual
property rights 2,790,000 2,790 270,630 - - 273,420
Warrants issued to HoMedics - - 993,046 - - 993,046
Costs associated with equity financing - - (216,055) - - (216,055)
Shares issued for consulting services 209,533 210 34,489 - - 34,699
Options issued for consulting services - - 28,426 - - 28,426
Net loss for the year ended June 30, 2003 - - - (2,769,842) - (2,769,842)
----------- ---------- ------------- -------------- ------------ -------------
BALANCE at June 30, 2003 53,836,524 53,837 16,240,378 (17,527,805) - (1,233,590)
----------- ---------- ------------- -------------- ------------ -------------
Stock options issued for Board Service - - 19,179 - - 19,179
Shares issued for Board services 438,493 438 68,792 - - 69,230
Shares issued for cash 6,705,576 6,705 1,365,513 - - 1,372,218
Reclassification of redeemable warrants - - 805,300 - - 805,300
Shares issued for consulting services 360,000 360 78,840 - - 79,200
Adjustment to stock (16,748) (17) 17 - - -
Net loss for the year ended June 30, 2004 - - - (2,494,896) - (2,494,896)
----------- ---------- ------------- -------------- ------------ -------------
BALANCE at June 30, 2004 61,323,845 $ 61,323 $ 18,578,019 $ (20,022,701) $ - $ (1,383,359)
----------- ---------- ------------- -------------- ------------ -------------
The accompanying notes are an integral part of this financial statement
F-16
KRONOS ADVANCED TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended June 30,
------------------------------------------
2004 2003
-------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,494,896) $ (2,769,842)
Adjustments to reconcile net loss to net cash
used in operations
Depreciation and amortization 360,955 284,647
Accretion of note discount 303,786 -
Common stock issued for compensation/services 167,609 119,925
Change In:
Accounts receivable (48,778) (48,066)
Prepaid expenses and other assets (36,916) 66,894
Deferred revenue (130,533) 133,751
Accounts payable (596,666) (211,589)
Accrued expenses and other liabilities (347,215) 411,059
-------------------- ------------------
Net cash used in Operating Activities (2,822,654) (2,013,221)
-------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - (11,950)
Investment in patent protection (104,760) (1,500)
-------------------- ------------------
Net cash used in Investing Activities (104,760) (13,450)
-------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,372,218 723,000
Proceeds from short-term borrowings 200,000 283,889
Repayments of short-term borrowings (355,396) (760,550)
Proceeds from long-term borrowings 1,138,478 2,400,000
-------------------- ------------------
Net cash provided by Financing Activities 2,355,300 2,646,339
-------------------- ------------------
NET (DECREASE) INCREASE IN CASH (572,114) 619,668
CASH
Beginning of year 641,178 21,510
-------------------- ------------------
End of year $ 69,064 $ 641,178
==================== ==================
Supplemental schedule of non-cash investing and
financing activities:
Interest paid in cash $ 15,667 $ -
Non-cash investing and financing activities:
Debt satisfied with stock $ - $ 206,000
Accounts payable/accrued expenses converted to notes payable $ 1,139,903 $ -
Acquisition of intellectual property with stock $ - $ 273,420
Issuance of warrants for secured financing $ - $ 100,000
The accompanying notes are an integral part of this financial statement.
F-17
KRONOS ADVANCED TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Kronos Advanced Technologies, Inc. ("Kronos") is a Nevada corporation (the
"Company"). The Company's shares began trading on the over-the-counter bulletin
board exchange on August 28, 1996 under the symbol "TSET." Effective January 12,
2002, the Company began doing business as Kronos Advanced Technologies, Inc.
and, as of January 18, 2002, we changed the Company ticker symbol to "KNOS." We
have confined most of our recent activities to develop the Kronos (TM)
technology.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method. The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a June 30 fiscal year end.
Reclassifications. Certain reclassifications have been made to the 2003
financial statements in order to conform to the 2004 presentation. None of these
reclassifications affected previously reported financial position, results of
operations or cash flows of the Company.
Principles of Consolidation. The consolidated financial statements of the
Company include those of the Company and of each of its subsidiaries for the
periods in which the subsidiaries were owned/held by the Company. All
significant intercompany accounts and transactions have been eliminated in the
preparation of the consolidated financial statements. At June 30, 2004, we had
only one subsidiary, Kronos Air Technologies, Inc.
Use of Estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
revenues and expenses during the periods. Actual results could differ from those
estimates.
Concentrations of Credit Risk. Financial instruments which can potentially
subject the Company to concentrations of credit risk consist principally of
trade receivables. The Company manages its exposure to risk through ongoing
credit evaluations of its customers and generally does not require collateral.
The Company maintains an allowance for doubtful accounts for potential losses
and does not believe it is exposed to concentrations of credit risk that are
likely to have a material adverse impact on the Company's financial position or
results of operations.
Cash and Cash Equivalents. The Company considers all highly liquid short-term
investments, with a remaining maturity of three months or less when purchased,
to be cash equivalents.
Accounts Receivable. The Company provides an allowance for losses on trade
receivables based on a review of the current status of existing receivables and
management's evaluation of periodic aging of accounts. Accounts receivable are
shown net of allowances for doubtful accounts of $0 at June 30, 2004 and June
30, 2003. The Company charges off accounts receivable against the allowance for
losses when an account is deemed to be uncollectable.
Property and Equipment. Property and equipment are recorded at cost.
Depreciation is provided over the estimated useful lives of the assets, which
range from three to seven years. Expenditures for major renewals and betterments
that extend the original estimated economic useful lives of the applicable
assets are capitalized. Expenditures for normal repairs and maintenance are
charged to expense as incurred. The cost and related accumulated depreciation of
assets sold or otherwise disposed of are removed from the accounts, and any gain
or loss is included in operations.
F-18
Intangibles. The Company uses assumptions in establishing the carrying value,
fair value and estimated lives of our long-lived assets and goodwill. The
criteria used for these evaluations include management's estimate of the asset's
continuing ability to generate positive income from operations and positive cash
flow in future periods compared to the carrying value of the asset, the
strategic significance of any identifiable intangible asset in our business
objectives, as well as the market capitalization of the Company. Cash flow
projections used for recoverability and impairment analysis use the same key
assumptions and are consistent with projections used for internal budgeting, and
for lenders and other third parties. If assets are considered to be impaired,
the impairment recognized is the amount by which the carrying value of the
assets exceeds the fair value of the assets. Useful lives and related
amortization or depreciation expense are based on our estimate of the period
that the assets will generate revenues or otherwise be used by Kronos. Factors
that would influence the likelihood of a material change in our reported results
include significant changes in the asset's ability to generate positive cash
flow, loss of legal ownership or title to the asset, a significant decline in
the economic and competitive environment on which the asset depends, significant
changes in our strategic business objectives, and utilization of the asset.
Income Taxes. Income taxes are accounted for in accordance with the provisions
of SFAS No. 109. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amounts
expected to be realized, but no less than quarterly.
Research and Development Expenses. Costs related to research and development are
charged to research and development expense as incurred.
Earnings (Loss) Per Share. Basic earnings (loss) per share is computed using the
weighted average number of shares outstanding. Diluted earnings (loss) per share
is computed using the weighted average number of shares outstanding adjusted for
the incremental shares attributed to outstanding options and warrants to
purchase common stock, when their effect is dilutive.
Revenue Recognition. The Company recognizes revenue in accordance with Staff
Accounting Bulletin (SAB) 101, which requires evidence of an agreement, delivery
of the product or services at a fixed or determinable price, and assurance of
collection within a reasonable period of time. Further, Kronos Air Technologies
recognizes revenue on the sale of the custom-designed contract sales under the
percentage-of-completion method of accounting in the ratio that costs incurred
to date bear to estimated total costs. For uncompleted contracts where costs and
estimated profits exceed billings, the net amount is included as an asset in the
balance sheet. For uncompleted contracts where billings exceed costs and
estimated profits, the net amount is included as a liability in the balance
sheet. Sales are reported net of applicable cash discounts and allowances for
returns. Revenue from government grants for research and development purposes is
recognized as revenue as long as the Company determines that the government will
not be the sole or principal expected ultimate customer for the research and
development activity or the products resulting from the research and development
activity. Otherwise, such revenue is recorded as an offset to research and
development expenses in accordance with the Audit and Accounting Guide, Audits
of Federal Government Contractors. In either case, the revenue or expense offset
is not recognized until the grant funding is invoiced and any customer
acceptance provisions are met or lapse.
Stock, Options and Warrants Issued for Services. Issuances of shares of the
Company's stock to employees or third-parties for compensation or services is
valued using the closing market price on the date of grant for employees and the
date services are completed for non-employees. Issuances of options and warrants
of the Companies stock are valued using the Black-Scholes option model.
Stock Options. Statement of Financial Accounting Standards No. 148 "Accounting
for Stock-Based Compensation-Transition and Disclosure, an Amendment of FASB
Statement No. 123," amends the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), to require more prominent disclosures in both annual and interim
financial statements regarding the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.
The Company accounts for stock-based compensation to employees and directors
using the intrinsic value method of accounting as prescribed under Accounting
Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
Employees" and related Interpretations. Under the intrinsic value method,
because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of the grant, no compensation
expense is recognized in the Company's Consolidated Statements of Operations.
F-19
The Company is required under SFAS 123 to disclose pro forma information
regarding option grants made to its employees based on specified valuation
techniques that produce estimated compensation charges. For the purpose of pro
forma disclosures, the estimated fair value of the options is amortized over the
vesting period. The pro forma information is as follows:
June 30,
-----------------------------------------------------
2004 2003
-------------------------- ------------------------
Reported Pro Forma Reported Pro Forma
Net Loss $ (2,495) $ (2,815) $ (2,737) $ (2,978)
Earnings (loss) per Share:
--------------------------
Basic (0.04) (0.04) (0.06) (0.06)
Diluted (0.04) (0.04) (0.06) (0.06)
The fair value of each option grant is estimated on the date of grant using the
Black Scholes option-pricing method with the following weighted average
assumptions used for grants as of June 30, 2004:
2004 2003
Risk free interest rate 4.0% 4.0%
Expected dividend yield 0% 0%
Expected lives 3 to 10 years 3 to 10 years
Expected volatility 174% 140%
Recent Accounting Pronouncements.
In August 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit, or Disposal Activities." This
Statement addresses financial accounting and reporting for costs associated with
exit or disposal activities. The adoption of SFAS 146 had no significant impact
on the Company's financial statements. This statement is effective for exit or
disposal activities initiated after December 31, 2002.
In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation--Transition and Disclosure--An
Amendment of FASB Statement No. 123." This Statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The adoption of SFAS 148 had no significant impact on the Company's
financial statements. This statement is effective for interim periods beginning
after December 15, 2002 and for fiscal years ending after December 15, 2002.
In April 2003, the Financial Accounting Standards Board issued SFAS No. 149,
"Amendment of FASB Statement No. 133 on Derivative Instruments and Hedging
Activities." This Statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company believes the adoption of SFAS
149 will have not significant impact on its financial statements. The statement
is effective for contracts entered into or modified after June 30, 2003.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." This Statement establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003 and, otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The effect of adopting SFAS
No. 150 has been to reclassify $805,300 in Redeemable Warrants from a
quasi-liability to the equity section of the balance sheet.
F-20
In December 2003, the FASB revised FASB Statement No. 132, Accounting for
Employers' Disclosures about Pensions and Other Post Retirement Benefits.
Statement No. 132(R) revises employers' disclosures about pension plans and
other postretirement benefit plans. It does not change the measurement or
recognition of those plans required by FASB Statements No. 87, Employers'
Accounting for Pensions, No. 88, Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and
No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions.
This Statement retains the disclosure requirements contained in FASB Statement
No. 132, Employers' Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. It requires additional disclosures to those in the
original Statement 132 about the assets, obligations, cash flows, and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The required information should be provided separately for
pension plans and for other postretirement benefit plans. The Company does not
believe the adoption of SFAS No. 132(R) will have a material impact on the
Company's financial position, results of operations or cash flows.
In December 2003, the FASB revised FASB Interpretation No. 46, Accounting for
Consolidation of Variable Interest Entities. This Interpretation of Accounting
Research Bulletin No. 51, Consolidated Financial Statements, which replaces FASB
Interpretation No. 46, Consolidation of Variable Interest Entities, addresses
consolidation by business enterprises of variable interest entities, which have
one or more of the following characteristics:1) The equity investment at risk is
not sufficient to permit the entity to finance its activities without additional
subordinated financial support provided by any parties, including the equity
holders. 2) The equity investors lack one or more of the following essential
characteristics of a controlling financial interest: a. The direct or indirect
ability to make decisions about the entity's activities through voting rights or
similar rights; b. The obligation to absorb the expected losses of the entity;
c. The right to receive the expected residual returns of the entity. 3) The
equity investors have voting rights that are not proportionate to their economic
interests, and the activities of the entity
involve or are conducted on behalf of an investor with a disproportionately
small voting interest. The Company does not believe the adoption of FIN 46(R)
will have a material impact on the Company's financial position, results of
operations or cash flows.
NOTE 3 - REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
sustained losses from operations in recent years, and such losses have continued
through the current year ended June 30, 2004. In addition, the Company has used,
rather than provided cash in its operations. The Company is currently using its
resources to raise capital necessary to commercialize its technology and develop
viable commercial products, and to provide for its working capital needs.
In view of the matters described in the preceding paragraph, recoverability of a
major portion of the asset amounts shown in the accompanying balance sheet is
dependent upon continued operations of the Company, which in turn is dependent
upon the Company's ability to meet its financing requirements on a continuing
basis, to maintain present financing and to succeed in its future operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
F-21
Management has taken the following steps with respect to its operating and
financial requirements, which it believes are sufficient to provide the Company
with the ability to continue in existence:
HoMedics Licensing Agreement. In October 2002, Kronos Air Technologies, Inc.,
and HoMedics USA, Inc. executed a multiyear, multi-million-dollar Licensing
Agreement to bring Kronos(TM) proprietary technology to the consumer. The
agreement provides for exclusive North American, Australian and New Zealand
retail distribution rights for next generation consumer air movement and
purification products based on the patented Kronos(TM) technology. In August
2004, the Company and HoMedics, Inc. began preparing the Kronos-based consumer
standalone product line for mass production. Preparing to meet the goal of mass
production entails the use of Kronos' technical resources and HoMedics' product
development and international production expertise. Select third party vendors,
including experts in electronics, software and gas sensors, are integral
resources in this process. While HoMedics is managing production of the finished
product, Kronos is managing the production of our proprietary power supply and
related circuitry. Kronos' focus is twofold: First, Kronos is working with
Flextronics International USA, Inc. to preparing for mass production the
technical hardware and related power supplies for each of the products in the
air purification product line. Second, Kronos is finalizing and testing with
HoMedics component and materials selection for the finished products. This
process combines HoMedics vendor selection process and international production
expertise with Kronos' technical expertise. We believe the Company has
successfully completed the development of a Kronos-based consumer standalone air
purifier that is an efficient, high quality product which is cost effective and
easy to operate.
The initial term of the agreement is three and one half years from the initial
sale of consumer air purification products by HoMedics, which shall be no later
than December 31, 2006, with the option to extend the agreement for six
additional years. Kronos will be compensated through an initial royalty payment
and ongoing quarterly royalty payments based on a percentage of sales. HoMedics
will pay minimum royalty payments of at least $2.0 million during the initial
term and on-going royalty payments to extend the agreement. Kronos will retain
full rights to all of its intellectual property.
US Navy SBIR. In November 2002, Kronos was awarded by the U. S. Navy a Small
Business Innovation Research Phase II contract worth $580,000, plus an option of
$145,000. The Phase II contract (commercialization phase) is an extension of the
Phase I and the Phase I Option work that began in 2001. It is intended that the
Kronos(TM) devices being developed under this contract will be embedded in
existing HVAC systems in order to move air more efficiently than traditional,
fan-based technology. During Phase II, Kronos shall develop, produce and install
a set of fully controlled devices that represent a "cell" of an advanced
distributive air management system with medium capacity airflow in a U.S. Navy
unique environment. The "cell" will be designed to be easily adjustable to a
variety of parameters such as duct size, airflow requirements, and air quality.
As of June 30, 2004, U. S. Navy had provided Kronos with $355,000 in funding for
this effort under the Phase II contract.
US Army SRIR Option In August 2003, Kronos was awarded the option on its U. S.
Army Small Business Innovation Research Phase I contract bringing the value of
the Phase I contract award to $120,000. On October 21, 2003, the U.S. Army
awarded Kronos the Small Business Innovation Research Phase II contract. The
first year of the contract is worth $369,000 with an Army option on the second
year worth $360,000. The contract is to develop Kronos' proprietary
Electrostatic Dehumidification Technology ("EDT"). Kronos initiated work under
the Phase II contract in December 2003. The
U.S. Army will provide Kronos with funding under the terms of this contract and
the full value of this contract will be realized by the Company by October 21,
2004. As of June 30, 2004 the Company incurred $76,684 in costs that will be
reimbursed by the US Army in a future period.
HoMedics provided debt financing. In May 2003, Kronos entered into an agreement
with a strategic customer, HoMedics, Inc., for $3.4 million in secured debt
financing. $2.4 million was paid to Kronos upon execution of the agreement and
$1.0 million will be paid upon the start of production as defined in the
Licensing Agreement for the Kronos-based air purification product line to be
marketed and distributed by HoMedics.
Fusion Capital. During our year ended June 30, 2004, we sold 6,505,576 shares of
our common stock to Fusion Capital for $1,353,718 under the terms of our Common
Stock Purchase Agreements dated August 12, 2002.
F-22
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets at June 30, consist of the following:
2004 2003
--------------- ---------------
Lease deposits $ 10,365 $ 6,056
Prepaid Professional Fees 12,587 -
Prepaid insurance 4,104 27,079
Prepaid professional fees - 1,000
Work in Progress 43,994 -
--------------- ---------------
Prepaid and other current assets $ 71,050 $ 34,135
=============== ===============
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment at June 30, consists of the following:
2004 2003
--------------- ---------------
Leasehold improvements $ - $ 5,139
Office furniture and fixtures 37,756 54,061
Machinery and equipment 8,255 15,473
--------------- ---------------
46,011 74,673
Less accumulated depreciation (39,719) (46,631)
--------------- ---------------
Net property and equipment $ 6,292 $ 28,042
=============== ===============
Depreciation expense for the years ended June 30, 2004 and 2003 were $13,283 and
$13,283, respectively.
NOTE 6 - INTANGIBLES
Intangible assets at June 30, consists of the following:
2004 2003
--------------- ---------------
Marketing intangibles $ 587,711 $ 587,711
Purchased patent technology 2,669,355 2,669,355
Developed patent technology 239,715 133,454
--------------- ---------------
3,496,781 2,847,100
Less accumulated amortization (1,243,752) (904,547)
--------------- ---------------
Net intangible assets $ 2,253,029 $ 2,487,473
=============== ===============
Purchased patent technology includes property that was acquired in the Kronos
acquisition and relates to a patent application that was pending at the
acquisition date. In January 2003, Kronos received formal notification from the
US Patent and Trademark Office that this patent had been examined and allowed
for issuance. In addition, it includes licensing rights on the above patent that
was purchased in May 2003. The Company purchased license rights to fuel cell,
computer and microprocessor applications of the Kronos(TM) technology for
$543,420 ($270,000 cash and 2,790,000 restricted common shares valued at
$273,420).
Intangible assets are being amortized on a straight line basis over 10 years.
Amortization expense for the years ended June 30, 2004 and 2003 was $271,364 and
$271,364, respectively.
NOTE 7 - ACCRUED EXPENSES
Accrued expenses at June 30, consist of the following:
2004 2003
--------------- ---------------
Accrued compensation $ 55,913 $ 539,656
Accrued interest 166,276 24,467
Accrued professional services 90,157 131,696
--------------- ---------------
$ 312,346 $ 695,819
=============== ===============
Interest on unpaid salaries is accruing at the rate of 12% per annum.
F-23
NOTE 8 - NOTES PAYABLE
The Company had the following obligations as of June 30, 2004 and 2003,
2004 2003
--------------- ---------------
Obligation to HoMedics (1) $ 2,400,000 $ 2,400,000
Discount on obligation to HoMedics (589,261) (893,046)
Obligation to current Employees (2) 1,139,903 -
Obligation to Fusion Capital (3) 200,000 -
Obligation to former Director (4) - 84,725
Obligation for finance leases (5) 50,327 72,424
Obligations to others (6) 55,000 305,000
--------------- ---------------
3,255,971 1,969,103
Less:
Current portion 798,926 185,670
--------------- ---------------
Total long term obligations net of
current portion $ 2,457,044 $ 1,783,433
=============== ===============
(1) This note has a 5 year term and bears interest at 6% with no payments
required until August 2004. The August payment is accrued and unpaid as of
October 8, 2004. This note was issued along with warrants for the purchase of
13.4 million shares of the Company's common stock. As a result, the note was
recorded with a discount of $893,000 that is being amortized against earnings
using the interest rate method of amortization.
(2) These notes bear interest at the rates between 0% and 12%. They represent
obligation to current employees of the Company. At July 1, 2004, the interest
rate on one note for $76,637 increased from 0% to 17%.
(3) This is a non-interest bearing demand obligation and is only outstanding
until Fusion Capital purchases enough stock from the Company to eliminate the
advance position.
(4) This note is to a former director of the Company and bears interest at 12%.
The note calls for quarterly payments of principal and interest of $10,000 until
the note is paid in full. As of June 30, 2004 this note has been paid in full.
(5) See Note 9 below.
(6) There was one obligation to others. This obligation was originally incurred
for the acquisition of license rights of the Kronos(TM) technology (see note 7)
with a value of $270,000. This note is non-interest bearing with quarterly
payments of $30,000 until paid in full. On July 3, 2004 the Company made the
required payment for this note and on October 5, 2004 the Company paid the note
in full.
F-24
NOTE 9 - LEASES
The Company has entered into a non-cancelable operating lease for facilities.
Rental expense was approximately $66,500 and $66,500 for years ended June 30,
2004 and 2003, respectively. Future minimum lease payments under this operating
lease are $61,800 for the year ending June 30, 2005 and $0 thereafter.
The Company has entered into capital leases for equipment. The leases are for 36
months and contain bargain purchase provisions so that the Company can purchase
the equipment at the end of each lease. The following sets forth the minimum
future lease payments and present values of the net minimum lease payments under
these capital leases:
Year ended June 30,
2005 $ 36,337
2006 25,903
------------
Total minimum lease payments 62,240
Less: Imputed interest (11,912)
------------
Present value of net minimum
lease payments $ 50,328
------------
In the year ended June 30, 2004, the Company paid $22,095 in principal and
$16,449 in interest on capital leases. Of the equipment that was purchased using
capital leases, $10,650 was capitalized and the remaining $65,782 was expensed
through research and development and cost of sales.
NOTE 10 - EARNINGS (LOSS) PER SHARE
As of June 30, 2004, there were outstanding options to purchase 12,813,812
shares of Kronos common stock and outstanding warrants to purchase 15,792,342
shares of Kronos common stock. These options and warrants have been excluded
from the earnings per share calculation as their effect is anti-dilutive. As of
June 30, 2003 there were outstanding options to purchase 10,101,675 shares of
Kronos common stock and outstanding warrants to purchase 15,792,342 shares of
Kronos common stock. These options and warrants have been excluded from the
earnings per share calculation as their effect is anti-dilutive.
NOTE 11 - INCOME TAXES
The composition of deferred tax assets and the related tax effects at June 30,
2004 and 2003 are as follows:
2004 2003
--------------- ---------------
Benefit from carryforward of capital
and net operating losses $ 4,841,083 $ 4,034,973
Other temporary differences 156,740 188,206
Less:
Valuation allowance (4,997,823) (4,223,178)
--------------- ---------------
Net deferred tax asset $ - $ -
=============== ===============
F-25
The other temporary differences shown above relate primarily to impairment
reserves for intangible assets, and accrued and deferred compensation. The
difference between the income tax benefit in the accompanying statements of
operations and the amount that would result if the U.S. Federal statutory rate
of 34% were applied to pre-tax loss is as follows:
June 30,
--------------------------------------------------------------------------------
2004 2003
--------------------------------------------------------------------------------
Amount % of pre-tax Loss Amount % of pre-tax Loss
--------------------------------------------------------------------------------
Benefit for income tax at:
Federal statutory rate $ 785,606 34.0% $ 941,746 34.0%
State statutory rate 46,055 2.0% 55,208 2.0%
Non-deductible expenses 271,209 11.7% 319,977 11.7%
Acquired NOL and other - 0.0% 0 0.0%
Increase in valuation allowance (1,102,870) (47.7)% (1,316,931) (47.7)%
--------------------------------------------------------------------------------
$ - 0.0% $ - 0.0%
================================================================================
The non-deductible expenses shown above related primarily to the amortization of
intangible assets and to the accrual of stock options for compensation using
different valuation methods for financial and tax reporting purposes.
At June 30, 2004, for federal income tax and alternative minimum tax reporting
purposes, the Company has approximately $10.9 million of unused Federal net
operating losses, $2.3 million capital losses and $9.4 million State net
operating losses available for carryforward to future years. The benefit from
carryforward of such losses will expire in various years between 2006 and 2023
and could be subject to limitations if significant ownership changes occur in
the Company.
NOTE 12 - CONSULTING AGREEMENTS
On October 1, 2001, the Company entered into a 15 month consulting agreement
with Joshua B. Scheinfeld and Steven G. Martin for consulting services with
respect to operations, executive employment issues, employee staffing, strategy,
capital structure and other matters as specified from time to time. As
consideration for their services, the Company issued 360,000 shares of its
common stock. In accordance with EITF 96-18, the measurement date was
established as the contract date of October 1, 2001 as the share grant is
non-forfeitable and fully vested on that date. The stock was valued on that date
at $0.28 a share (the closing price for the Company's common stock on the
measurement date). The stock issuance, valued at $100,800 was recorded as a
prepaid consulting fee and was amortized to Professional Fee Expense ratably
over the 15 month term of the contract. Under this contract, expenses of $40,320
were recorded for the year ended June 30, 2003.
On October 31, 2003, the Company entered into a 10 month consulting agreement
with Joshua B. Scheinfeld and Steven G. Martin for consulting services with
respect to operations, strategy, capital structure and other matters as
specified from time to time. As consideration for their services, the Company
issued 360,000 shares of its common stock. In accordance with EITF 96-18, the
measurement date was established as the contract date of October 31, 2003 as the
share grant is non-forfeitable and fully vested on that date. The stock was
valued on that date at $0.22 a share (the closing price for the Company's common
stock on the measurement date). The stock issuance, valued at $79,200 was
recorded as a prepaid consulting fee and was amortized to Professional Fee
Expense ratably over the 10 month term of the contract. Under this contract,
expenses of $63,360 were recorded for the year ended June 30, 2004.
F-26
Effective March 11, 2002, the Company entered into a new agreement with the
Eagle Rock Group for a nearly one year period ending March 1, 2003. Pursuant to
the agreement, the Company issued a note for the outstanding balance of $120,000
due to The Eagle Rock Group, which has been paid in full. The Company granted
Eagle Rock a ten-year warrant granting them the right to purchase 900,000 shares
of our common stock. Two hundred and fifty thousand (250,000) warrant shares at
an exercise price of $0.42 and two hundred and fifty thousand (250,000) warrant
shares at an exercise price of $0. 205 (the closing price of the Company's
common stock on March 1, 2002) were earned over a 12-month period and four
hundred thousand (400,000) warrant shares at an exercise price of $0.145 were
earned upon securing of our Licensing Agreement with HoMedics. These warrants
are irrevocable and are fully vested. For the 400,000 warrants earned upon
securing the HoMedics License Agreement, the measurement date is October 22,
2003 as the warrants became fully vested and non-forfeitable on the date. The
value assigned to these 400,000 warrants is $56,800 and was determined using the
Black-Scholes option valuation model. The $56,800 was expensed in the period of
the measurement date. For the other 500,000 warrants, the measurement date is
March 1, 2002 as the warrants are fully vested and non-forfeitable on that date.
The value assigned to these warrants is $62,500 and was determined using the
Black-Scholes option valuation model. The 500,000 warrants are for general
consulting services for a 12 month period. The $62,500 was expensed ratably over
the term of the consulting contract. Under this contract, expenses of $98,467
were recorded for the year ended June 30, 2003.
NOTE 13 - STOCK OPTIONS AND WARRANTS
On February 12, 2002, the Board of Directors approved the TSET, Inc. Stock
Option Plan under which Kronos' key employees, consultants, independent
contractors, officers and directors are eligible to receive grants of stock
options. Kronos has reserved and issued a total of 6,250,000 shares of common
stock under the Stock Option Plan. Prior to that, the Company had no formal
stock option plan but offered as special compensation to certain officers,
directors and third party consultants the granting of non-qualified options to
purchase Company shares at the market price of such shares as of the option
grant date. The options generally have terms of three to ten years. The Company
granted non-qualified stock options totaling 3,239,782 and 6,084,900 shares in
the years ended June 30, 2004 and 2003, respectively.
The Company has elected to follow APB No. 25; "Accounting for Stock Issued to
Employees" ("APB 25"), and related interpretations in accounting for its
employee stock options. Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of the grant, no compensation expense is recognized. Pro forma
information regarding net income per share is required by SFAS No. 123,
"Accounting for Stock-Based Compensation", and has been determined as if the
Company had accounted for its employee stock options under the fair value method
of that statement
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
the Company's opinion the existing available models do not necessarily provide a
reliable single measure of the fair value of the Company's employee stock
options. Using the Black-Scholes option valuation model, the weighted average
grant date fair value of options granted during the years ended June 30, 2004
and 2003 was $0.18 and $0.10 per option share, respectively.
A summary of the Company's stock option activity and related information for the
years ended June 30, 2004 and 2003 is as follows (in thousands, except per share
amounts):
Weighted
Average
Shares Exercise Price
--------------- ------------
Outstanding at June 30, 2002 7,642 0.61
Granted 2,460 0.22
Exercised - -
Cancelled - -
--------------- ------------
Outstanding at June 30, 2003 10,102 0.52
Granted 3,240 0.19
Exercised - -
Cancelled (529) 0.89
--------------- ------------
Outstanding as June 30, 2004 12,813 $ 0.42
=============== ============
F-27
A summary of options outstanding and exercisable at June 30, 2004 and 2003 is
follows (in thousands, except per share amounts and years):
Options Outstanding Options Exercisable
-------------------------------------------- ------------------------------
Weighted
Average
Remaining Weighted
Range of Life (in Average Range of
Exercise Prices Options years) Exercise Price Exercise Prices Options
------------------ -------- ---------- -------------- --------------- --------
June 30, 2004
$0.71 - $1.12 1,670 3.5 $0.89 $0.71 - $1.12 1,670
$0.21 - $0.70 5,975 7.3 $0.49 $0.21 - $0.70 5,975
$0.00 - $0.20 5,168 8.8 $0.18 $0.00 - $0.20 5,168
June 30, 2003
$0.71 - $1.12 2,129 3.7 $0.92 $0.71 - $1.12 2,129
$0.21 - $0.70 5,720 8.5 $0.50 $0.21 - $0.70 5,720
$0.00 - $0.20 2,253 9.5 $0.18 $0.00 - $0.20 2,253
A summary of the Company's stock warrant activity and related information for
the years ended June 30, 2004 and 2003 is as follows (in thousands, except per
share amounts):
Weighted Average
Warrants Exercise Price
---------------- -------------
Outstanding at June 30, 2002 1,900 $0.58
Granted 13,892 0.10
Exercised - -
Cancelled - -
--------------- ------------
Outstanding as June 30, 2003 15,792 $ 0.16
Granted - -
Exercised - -
Cancelled -
--------------- ------------
Outstanding as June 30, 2004 15,792 $ 0.16
=============== ============
NOTE 14 - COMMITMENTS AND CONTINGENCIES
In May 2003, Kronos entered into an agreement with a strategic customer,
HoMedics, Inc., for $3.5 million in financing, including $3.4 million in secured
debt financing and $100,000 for the purchase of warrants. $2.5 million was paid
to Kronos upon execution of the agreement and $1.0 million will be paid upon the
start of production as defined in the Licensing Agreement for the Kronos-based
air purification product line to be marketed and distributed by HoMedics. There
is a risk that we will not be successful in achieving production as defined in
the Licensing Agreement. In exchange for providing $3.4 million in debt
financing and $100,000, Kronos provided HoMedics with two warrants: (i) 6.7
million warrants (which equated to 10% of the then fully diluted shares) fully
vested at the time of funding and (ii) 6.7 million warrants (which equated to
10% of the then fully diluted shares) which will vest only if (1) Kronos does
not prepay the entire amount of principal and interest due under the Notes by
November 8, 2005; (2) Kronos is in default under any of the Investment
Documents, or (3) Kronos does not earn, at any time after the date of this
Agreement but prior to November 8, 2005, revenues in an aggregate amount equal
to or greater than $3.5 million. The exercise price was set at the market price
at the time of closing ($0.10). HoMedics may not be diluted below 7.5% for the
first warrant (15% for both warrants) for any funds raised at less than $0.20
per share, excluding options or shares issued to management, directors, and
consultants in the normal course of business. No anti-dilution measures for
funds raised at greater than $0.20 per share.
F-28
Daniel R. Dwight, our President and Chief Executive Officer, and our Company
entered into an Employment agreement effective as of November 15, 2001. The
initial term of Mr. Dwight's Employment Agreement was for 2 years and will
automatically renew for successive 1 year terms unless Kronos or Mr. Dwight
provide the other party with written notice within 3 months of the end of the
initial term or any subsequent renewal term. The Board of Directors renewed Mr.
Dwight's Employment Agreement on August 13, 2003 and again on August 15, 2004.
Mr. Dwight's Employment Agreement provides for base cash compensation of
$180,000 per year. Mr. Dwight is eligible for annual incentive bonus
compensation in an amount equal to Mr. Dwight's annual salary based on the
achievement of certain bonus objectives. In addition, Kronos granted Mr. Dwight
1,000,000 immediately vested and exercisable, ten-year stock options at various
exercise prices. Mr. Dwight will be entitled to fully participate in any and all
401(k), stock option, stock bonus, savings, profit-sharing, insurance, and other
similar plans and benefits of employment.
Richard F. Tusing, our Chief Operating Officer, and our Company entered into an
Employment agreement effective as of January 1, 2003. The initial term of Mr.
Tusing's Employment Agreement is for 2 years and will automatically renew for
successive 1 year terms unless Kronos or Mr. Tusing provide the other party with
written notice within 3 months of the end of the initial term or any subsequent
renewal term. Mr. Tusing's Employment Agreement provides for base cash
compensation of $160,000 per year. Mr. Tusing will be entitled to fully
participate in any and all 401(k), stock option, stock bonus, savings,
profit-sharing, insurance, and other similar plans and benefits of employment.
NOTE 15 - MAJOR CUSTOMERS
As of June 30, 2004, the Company has two major customers: HoMedics and the U.S.
Navy. Of the $533,220 in revenue recorded in the year ended June 30, 2004,
$477,032 or 89% was derived from these two customers. As of June 30, 2003, the
Company has two major customers: HoMedics and the U.S. Navy. Of the $559,000 in
revenue recorded in the year ended June 30, 2003, $432,000 or 77% was derived
from these two customers.
NOTE 16 - SEGMENTS OF BUSINESS
The Company operates principally in one segment of business: The Kronos segment
licenses, manufactures and distributes air movement and purification devices
utilizing the KronosTM technology. In the year ended June 30, 2004, the Company
operated only in the United States of America.
NOTE 17 - RELATED PARTIES
As of June 30, 2004, the Company has outstanding obligations for past
compensation to the remaining officers and directors of $1,139,903. These unpaid
amounts currently accrue interest at the rates between 17% and 12% per annum.
F-29
NOTE 18 - STOCKHOLDERS' EQUITY (DEFICIT)
During the year ended June 30, 2004, the Company issued 6,705,576 shares of its
common stock for $1,403,718 in cash. The Company issued 360,000 shares valued at
$79,200 for consulting services and 438,493 shares of its common stock valued at
$69,230 for board service to current members of the Board of Directors.
During the year ended June 30, 2003, the Company issued 6,593,000 shares of its
common stock for $731,000 in cash. The Company issued 209,500 shares valued at
$34,700 and options to purchase 224,700 shares of its common stock valued at
$28,000 for consulting services.
In May 2003, the Company issued 2,790,000 shares of its common stock to acquire
intellectual property rights related to computers, microprocessors and fuel
cells. These shares were issued with certain rights allowing the Company to buy
back all or a portion of the shares at fixed prices through the year 2006. The
Company has the right to buy back shares $.017 per share in 2004, $0.19 in 2005
and $0.20 in 2006.
In December 2002, the Company issued 206,000 shares in exchange for the
assignment of a $206,000 note payable to Jeff Wilson, a former director. The
Company also issued 100,000 shares to Aperion Audio to modify the payment
schedule on its note payable to Aperion.
NOTE 19 - SUBSEQUENT EVENTS
In October 2004, Kronos entered into agreements for up to $20.5 million in
equity and equity backed debt financing from Cornell Capital Partners. Kronos
executed an Equity Investment Agreement to secure $500,000 through the sale of 5
million unregistered shares of Kronos common stock. Cornell Capital Partners
committed to provide $4 million pursuant to two Equity Backed Promissory Notes,
which will be funded as follows: $2 million upon filing a Registration Statement
and $2 million upon the SEC declaring the Registration Statement effective.
Kronos executed a Standby Equity Distribution Agreement for $20 million of
funding which Kronos has the option to drawdown against in increments as large
as $1.5 million over the next twenty four months. Kronos intends to use the
proceeds received under the Standby Equity Distribution Agreement to repay the
Equity Backed Promissory Notes.
In October 2004, Kronos and Richard A. Papworth agreed to postpone under the
terms of a Promissory Note repayment of the Note for $76,637 until Kronos
obtains proceeds from Cornell Capital Partners under the terms of our Promissory
Note.
In October 2004, Kronos received a Notice of Allowance from the United States
Patent and Trademark Office indicating that its application entitled
"Electrostatic Fluid Accelerator" - Power Supply Management and Control has been
examined and allowed for issuance as a U. S. patent. Kronos expects that the U.
S. Patent will issue in due course. The patent provides protection for key
aspects of Kronos' technology until late in 2021.
F-30
This prospectus does not constitute an offer to sell, PROSPECTUS or a
solicitation of an offer to buy any securities:
[ ] except the common stock offered by this prospectus;
[ ] in any jurisdiction in which the offer or 164,848,371 solicitation is not
authorized; Shares of Common Stock
[ ] in any jurisdiction where the dealer or other salesperson is not qualified
to make the offer or KRONOS ADVANCED solicitation; TECHNOLOGIES, INC.
[ ] to any person to whom it is unlawful to make the offer or solicitation;
or ____________, 2005
[ ] to any person who is not a United States resident or who is outside the
jurisdiction of the United States.
The delivery of this prospectus or any accompanying sale does not imply that:
[ ] there have been no changes in the affairs of Kronos Advanced Technologies,
Inc. after the date of this prospectus; or
[ ] the information contained in this prospectus is correct after the date of
this prospectus.
Until _________, 2005, all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification Of Directors And Officers
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of Kronos
pursuant to the foregoing, or otherwise, Kronos has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.
Other Expenses Of Issuance And Distribution
The following table sets forth estimated expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered. Kronos will pay all expenses in connection with this offering.
Securities and Exchange Commission Registration Fee $ 3,000
Printing and Engraving Expenses $ 2,500
Accounting Fees and Expenses $ 20,000
Legal Fees and Expenses $ 50,000
Miscellaneous $ 9,500
----------
TOTAL $ 85,000
==========
Recent Sales Of Unregistered Securities
Except as otherwise noted, all of the following shares were issued and options
and warrants granted pursuant to the exemption provided for under Section 4(2)
of the Securities Act of 1933, as amended, as a "transaction not involving a
public offering." No commissions were paid, and no underwriter participated, in
connection with any of these transactions. Each such issuance was made pursuant
to individual contracts which are discrete from one another and are made only
with persons who were sophisticated in such transactions and who had knowledge
of and access to sufficient information about Kronos to make an informed
investment decision. Among this information was the fact that the securities
were restricted securities.
All investors participating in private placements for cash were "accredited
investors" within the meaning of Regulation D. In addition, we note that there
are several categories of recipients of these shares. These include investors
for cash, officers, directors, consultants, litigants and former shareholders of
private companies acquired by Kronos. Kronos does not believe that these
categories of recipients should be integrated with each other under the concept
of integration. Under Securities Act Release Nos. 4552 and 4434, these
categories would not involve a single plan of financing and would not be
considered to be made for the same general purpose. As a result, each category
should be reviewed on its own. Given the small number of purchasers in these
categories, Kronos believes that these transactions complied in all respects
with Section 4(2). Kronos believes that this conclusion is true even if the
transactions occurring within each category are integrated with other
transactions occurring within six months or one year of a given transaction.
In July 2001, we issued 238,806 shares of our common stock, valued at $0.33 per
share (the negotiated purchase price for such shares), to one person, a
stockholder of Kronos, in exchange for $80,000 in cash.
In July 2001, we issued 375,000 shares of our common stock, valued at $0.57 per
share (the fair market value of our shares as of such date), at an aggregate
value of $213,750, to one person in settlement of litigation pursuant to a
Mutual Release and Settlement Agreement dated as of July 7, 2001. These shares
were delivered to the escrow agent on May 31, 2002.
II-1
In July 2001, we issued 250 shares of our common stock, valued at $0.45 per
share (the fair market value of our shares as of such date), at an aggregate
value of $113, to one person, an employee of Kronos Air Technologies, as
compensation.
In August 2001, we granted a ten-year warrant to acquire 1,400,000 shares of our
common stock, at an exercise price of $0.68 per share (the fair market value for
our shares as of the date of grant), at an aggregate value of $686,000, to Eagle
Rock Group as compensation pursuant to a warrant agreement dated August 7, 2001,
for services provided in connection with a consulting agreement dated July 2,
2001. Pursuant to such consulting agreement, a principal of the recipient of the
warrant currently serves as a director of Kronos. Such warrant vested
immediately.
On October 1, 2001, we authorized the issuance of 360,000 shares of our common
stock pursuant to a consulting agreement, valued at $0.28 per share (the
fair-market value of our shares as of such date), at an aggregate value of
$100,800, to Fusion Capital, LLC, in exchange for consulting services.
On October 1, 2001, we authorized the issuance of 1,000,000 shares of our common
stock pursuant to a pledge, valued at $0.448 per share, at an aggregate value of
$447,982, to Fusion Capital, LLC, in exchange for $447,982 in cash.
On October 1, 2001, we issued 2,250 shares of our common stock, valued at $0.452
per share (the fair-market value of our shares on April 9, 2001 and 1,250 of our
shares on September 7, 2001), at an aggregate value of $4,147.50, to an employee
of Kronos, as compensation.
On November 15, 2001, we granted options to acquire 1,000,000 shares of our
common stock at an exercise price of $0.66 for 250,000 of these options, $0.56
for 250,000 of these options and $0.42 for 500,000 of these options to Daniel R.
Dwight, a senior executive office of the Company, as part of his employment
agreement entitling him to acquire these options at a aggregate value of
$515,000.
In February 2002, we granted options to acquire 4,580,000 shares of our common
stock at an exercise price of $0.68 for 2,650,000 of these options and an
exercise price of $0.25 on the remaining 1,930,000. Of the total amount,
2,850,000 options were granted to Daniel R. Dwight, Richard A. Papworth and
Richard F. Tusing, all of whom are or were directors and officers of Kronos. The
exercise price for 1,700,000 of these options is $0.68 and the exercise price
for 1,150,000 of these options is $0.25.
On May 7, 2002, we completed a private placement of our common stock pursuant to
which we sold 1,971,976 shares of our common stock at $0.20 per share to seven
accredited investors for consideration of $335,100 cash and 1,429,695 shares of
our common stock at $0.20 per share to six members or former members of our
management team and / or directors, including Daniel R. Dwight, Richard A.
Papworth, Richard F. Tusing, Erik W. Black, and James P. McDermott, for
consideration of $39,987 cash and commitments to convert $203,061 of debt.
On June 12, 2002, we issued 500,000 shares of our common stock, valued at $0.21
per share (the fair-market value of our shares as of such date) at an aggregate
value of $105,000 to two persons pursuant to a Settlement agreement, dated June
7, 2002, with Aperion Audio.
On December 6, 2002, we issued 100,000 shares of our common stock, valued at
$0.115 per share (the fair-market value of our shares as of such date) at an
aggregate value of $11,500 to Aperion Audio for forbearance on the note payable
to Aperion Audio.
On December 24, 2002, we issued 206,000 shares of our common stock, valued at
$0.11 per share (the fair-market value of our shares as of such date) at an
aggregate value of $22,660 for reduction in debt owed to Jeffery A. Wilson.
On March 3, 2003, we granted options to acquire 2,165,000 shares of our common
stock at an exercise price of $0.185. Of the 2,165,000 options, 1,560,000
options were granted to Daniel R. Dwight, Richard A. Papworth and Richard F.
Tusing, all of whom are or were directors and officers of Kronos.
II-2
On March 31, 2003, we issued 49,811 shares of our common stock, valued at $0.20
per share (the fair-market value of our shares as of such date) at an aggregate
value of $8,468 for reimbursement of expenses to an employee.
On May 7, 2003, we issued 2,790,000 shares of our common stock, valued at $.098
per share (the fair-market value of our shares as of such date) at an aggregate
value of $273,420 to acquire certain intellectual property rights related to
"Electron Wind Generation". These shares were issued with certain rights
allowing the Company to buy back all or a portion of the shares at fixed prices
through the year 2006. The Company has the right to buy back shares at $0.15 per
share in 2003, $.017 per share in 2004, $0.19 in 2005 and $0.20 in 2006.
On May 12, 2003, we issued warrants to purchase 13,492,342 shares of our common
stock at an exercise price of $0.10. The warrants were issued as part of a
secured financing with HoMedics.
On June 30, 2003, we issued 207,533 shares of our common stock, valued at $0.165
per share (the fair-market value of our shares as of such date) at an aggregate
value of $34,489 for services rendered to two outside consultants.
On June 30, 2003, we granted options to acquire 30,000 options of our common
stock at an exercise price of $0.36 and 18,000 options at an exercise price of
$0.10 to two outside consultants, respectively, for services rendered and 50,000
options at an exercise price of $0.185 to Jeffery A. Wilson, our former Chairman
and Chief Executive Officer, for services rendered.
On October 31, 2003, we authorized the issuance of 360,000 shares of our common
stock pursuant to a consulting agreement, valued at $0.22 per share (the
fair-market value of our shares as of such date), at an aggregate value of
$79,200, to Fusion Capital, LLC, in exchange for consulting services.
In February 2004, we authorized the issuance of 438,493 shares of our common
stock, valued at $0.16 per share, at an aggregate value of $69,230, to Daniel
Dwight, Richard Papworth and Richard Tusing in exchange for Board of Director
services.
In March 2004, we granted options to acquire 2,126,522 options of our common
stock at an exercise price of $0.18 to Alexander Chriss, Daniel Dwight, Igor
Krichtafovitch, and Richard Tusing in exchange for the conversion of $1,063,261
in past due accounts payable into Promissory Notes due on December 31, 2006.
In October 2004, we issued five million shares of our common stock, valued at
$0.10 per share at an aggregate value of $500,000 to Cornell Capital Partners,
LLC. The proceeds will be used for general working capital. In October 2004, we
issued 2,941,177 shares to Cornell Capital Partners, LLC as a commitment fee
upon Kronos executing the $20 million Standby Equity Distribution Agreement. In
the event this Agreement is terminated in accordance with the terms of this
Agreement, or the Company does not forward any Advance Notices during the term
of this Agreement, the Cornell shall return 2,500,000 shares of the commitment
fee shares to the Company. On January 18, 2005, Kronos and Cornell Capital
Partners mutually agreed to terminate the October 15, 2004 Standby Equity
Distribution Agreement and Cornell Capital Partners returned the 2,941,177
shares of common stock.
In October 2004, we issued 62,500 shares of our common stock, valued at $0.09
per share at an aggregate value of $6,250 to Newbridge Securities Corporation as
a placement agent fee in connection with the Standby Equity Distribution
Agreement.
In October 2004, we issued to HoMedics a warrant to purchase 26,507,658 shares
of Kronos common stock. The warrant is exercisable for a period of ten (10) days
from the date of issuance. The exercise price is $0.10 per share.
In November 2004, we issued two million shares of our common stock valued at
$0.10 per share at an aggregate value of $200,000 to Fusion Capital Partners,
LLC. The proceeds were used to eliminate Kronos' non-interest bearing demand
obligation to Fusion Capital.
In November 2004, we issued two million eight hundred thousand shares of our
common stock valued at $0.10 per share at an aggregate value of $280,000 to a
group of accredited investors. The proceeds were used for operating working
capital.
II-3
Exhibits
EXHIBIT DESCRIPTION LOCATION
----------- ------------------------------------ -------------------------------------
2.1 Articles of Merger for Technology Incorporated by reference to Exhibit
Selection, Inc. with the Nevada 2.1 to the Registrant's Registration
Secretary of State Statement on Form S-1 filed on
August 7, 2001 (the "Registration
Statement")
3.1 Articles of Incorporation Incorporation Incorporated by
reference to Exhibit 3.1 to the
Registration Statement on Form S-1
filed on August 7, 2001
3.2 Bylaws Incorporated by reference Exhibit 3.2
to the Registration Statement on Form
S-1 filed on August 1, 2001
4.1 2001 Stock Option Plan Incorporated by reference to Exhibit
4.1 to Registrant's Form 10-Q for the
quarterly period ended March 31,
filed on May 15, 2002
5.1 Opinion re: legality Provided herein
10.21 Consulting Agreement, dated January 1, Incorporated by reference to Exhibit
2001, by and between TSET, Inc. and 10.21 to the Registration Statement on
Dwight, Tusing & Associates Form S-1 filed on August 7, 2001
10.22 Letter Agreement, dated April 12, Incorporated by reference to Exhibit
2001, by and between TSET, Inc. and 10.35 to the Registration Statement on
Daniel R. Dwight and Richard F. Tusing Form S-1 filed on August 7, 2001
10.23 Indemnification Agreement, dated May Incorporated by reference to 2001, by
1, 2001, by and between TSET, Inc. and Exhibit 10.37 to the Registration
Jeffrey D. Wilson Statement on Form S-1 filed on August
7, 2001
10.24 Indemnification Agreement, dated May Incorporated by reference to Exhibit
1, 2001, by and between TSET, Inc. and 10.38 to the Registration Statement on
Daniel R. Dwight Form S-1 filed on August 7, 2001
10.25 Indemnification Agreement, dated May Incorporated by reference to Exhibit
1, 2001, by and between TSET, Inc. and 10.39 to the Registration Statement on
Richard F. Tusing Form S-1 filed on August 7, 2001
10.26 Indemnification Agreement, dated May Incorporated by reference to Exhibit
1, 2001, by and between TSET, Inc. and 10.40 to the Registration Statement on
Charles D. Strang Form S-1 filed on August 7, 2001
10.27 Indemnification Agreement, dated May Incorporated by reference to Exhibit
1, 2001, by and between TSET, Inc. and 10.41 to the Registration Statement on
Richard A. Papworth Form S-1 filed on August 7, 2001
10.28 Indemnification Agreement, dated May 1 Incorporated by reference to Exhibit
2001, by and between TSET, Inc. and 10.42 to the Registration Statement on
Erik W. Black Form S-1 filed on August 7, 2001
10.29 Warrant Agreement, dated July 16, Incorporated by reference to Exhibit
2001, by and between TSET, Inc. and 10.49 to the Registration Statement on
The Eagle Rock Group, LLC Form S-1 filed on August 7, 2001
II-4
10.30 Agreement and Release, dated October Incorporated by reference to Exhibit
10, 2001, by and between TSET, Inc. 10.50 to the Registrant's Form 10-K
and Jeffrey D. Wilson for the year ended June 30, 2001 filed
on October 15, 2001
10.31 Promissory Note dated October 10, 2001 Exhibit 10.51 to the Registrant's Form
payable to Mr. Jeffrey D. Wilson 10-K for the year ended June 30, 2001
filed on October 15, 2001
10.32 Employment Agreement, effective Incorporated by reference to Exhibit
November 15, 2001 by and between TSET, 10.55 to the Registrant's Form 10-Q
Inc. and Daniel R. Dwight for the quarterly period ended
March 31, 2002 filed on May 15, 2002
10.33 Common Stock Purchase Agreement dated Incorporated by reference to Exhibit
August 12, 2002 by the between TSET, 10.57 to the Registrant's Amendment
Inc. and Fusion Capital Fund II, LLC No. 1 to Form S-1 filed on August 13,
2003
10.34 Registration Rights Agreement, dated Incorporated by reference to Exhibit
August 12, 2002 by and between TSET, 10.58 to the Registrant's Amendment
Inc. and Fusion Capital Fund II, LLC No. 1 to Form S-1 filed on August 13,
2002
10.35 Termination Agreement, dated August Incorporated by reference to Exhibit
12, 2002 by and between TSET, Inc. and 10.59 to the Registrant's Amendment
Fusion Capital Fund II, LLC No. 1 to Form S-1 filed on
September 16, 2002
10.36 Master Loan and Investment Agreement, Incorporated by reference to the
dated May 9, 2003, by and among Kronos Registrant's 8-K filed on May 15, 2003
Advanced Technologies, Inc., Kronos
Air Technologies, Inc. and FKA
Distributing Co. d/b/a HoMedics, Inc.,
a Michigan corporation ("HoMedics")
10.37 Secured Promissory Note, dated May 9, Incorporated by reference to Exhibit
2003, in the principal amount of 99.2 to the Registrant's 8-K filed on
$2,400,000 payable to HoMedics May 15, 2003
10.38 Secured Promissory Note, dated May 9, Incorporated by reference to Exhibit
2003, in the principal amount of 99.4 to the Registrant's 8-K filed on
$1,000,000 payable to HoMedics May 15, 2003
10.39 Security Agreement dated May 9, 2003, Incorporated by reference to Exhibit
by and among Kronos Air Technologies, 99.4 to the Registrant's 8-K filed on
Inc. and HoMedics May 15, 2003
10.40 Registration Rights Agreement, dated Incorporated by reference to Exhibit
May 9, 2003, by and between Kronos and 99.5 to the Registrant's 8-K filed on
HoMedics May 15, 2003
10.41 Warrant No. 1 dated May 9, 2003, Incorporated by reference to Exhibit
issued at HoMedics 8-K filed on May 99.7 to the Registrant's
15, 2003
10.42 Warrant No. 2 dated May 9, 2003, Incorporated by reference to Exhibit
issued at HoMedics 99.7 to the Registrant's 8-K filed on
May 15, 2003
10.43 Consulting Agreement effective October Incorporated by reference to Exhibit
31, 2003, by and among Kronos Advanced 10.67 to the Registrant's Form 10-Q
Technologies, Inc., Steven G. Martin for the quarterly period ended
and Joshua B. on Scheinfeld December 31, 2003 filed on
February 17, 2004
II-5
10.44 Promissory Note by and among Kronos Incorporated by reference to Exhibit
Advanced Technologies, Inc., and 10.67 to the Registrant's Form 10-Q
Richard A. Papworth for the quarterly period ended
December 31, 2003 filed on
February 17, 2004
10.45 Promissory Note by and among Kronos Incorporated by reference to Exhibit
Advanced Technologies, Inc., and 10.67 to the Registrant's Form 10-Q
Daniel R. Dwight for the quarterly period ended
September 30, 2004 filed on May 17,
2004
10.46 Promissory Note by and among Kronos Incorporated by reference to Exhibit
Advanced Technologies, Inc., and 10.67 to the Registrant's Form 10-Q
Richard F. Tusing for the quarterly period ended
September 30, 2004 filed on May 17,
2004
10.47 Promissory Note by and among Kronos Incorporated by reference to Exhibit
Advanced Technologies, Inc., and Igor 10.67 to the Registrant's Form 10-Q
Krichtafovitch for the quarterly period ended
September 30, 2004 filed on May 17,
2004
10.48 Promissory Note by and among Kronos Incorporated by reference to Exhibit
Advanced Technologies, Inc., and J. 10.67 to the Registrant's Form 10-Q
Alexander Chriss for the quarterly period ended
September 30, 2004 filed on May 17,
2004
10.49 Standby Equity Distribution Agreement, Incorporated by reference to Exhibit
dated October 15, 2004, by and between 99.1 to the Registrant's Form 8-K
Kronos Advanced Technologies, Inc. and filed on November 12, 2004
Cornell Capital Partners, LP
10.50 Registration Rights Agreement, dated Incorporated by reference to Exhibit
October 15, 2004, by and between 99.2 to the Registrant's Form 8-K
Kronos Advanced Technologies, Inc. and filed on November 12, 2004
Cornell Capital Partners, LP
10.51 Escrow Agreement, dated October 15, Incorporated by reference to Exhibit
2004 by and between Kronos Advanced 99.2 to the Registrant's Form 8-K
Technologies, Inc. and Cornell Capital filed on November 12, 2004
Partners, Inc.
10.52 Placement Agent Agreement, dated Incorporated by reference to Exhibit
October 15, 2004, by and between 99.4 to the Registrant's Form 8-K
Kronos Advanced Technologies, Inc. filed on November 12, 2004
and Cornell Capital Partners, Inc.
10.53 Securities Purchase Agreement, dated Incorporated by reference to Exhibit
October 15, 2004, by and between 99.5 to the Registrant's Form 8-K
Kronos Advanced Technologies, Inc. and filed on November 12, 2004
Cornell Capital Partners, LP
10.54 Investor Registration Rights Incorporated by reference to Exhibit
Agreement, dated October 15, 2004, by 99.6 to the Registrant's Form 8-K
and between Kronos Advanced filed on November 12, 2004
Technologies, Inc. and Cornell Capital
Partners, LP
10.55 Escrow Agreement, dated October 15, Incorporated by reference to Exhibit
2004, by and between Kronos Advanced 99.7 to the Registrant's Form 8-K
Technologies, Inc. and Cornell Capital filed on November 12, 2004
Partners, LP
10.56 Form of Equity-Back Promissory Note in Incorporated by reference to Exhibit
the principal amount of $2,000,000 99.8 to the Registrant's Form 8-K
filed on November 12, 2004
II-6
10.57 First Amendment to Master Loan and Incorporated by reference to Exhibit
Investment Agreement, dated October 99.9 to the Registrant's Form 8-K
25, 2004, by and among Kronos filed on November 12, 2004
Advanced Form Technologies, Inc.,
f/k/a TSET, Inc., a Nevada
corporation, Kronos Air Technologies,
Inc., a Nevada corporation and FKA
Distributing Co. d/b/a HoMedics,
Inc., a Michigan corporation
10.58 Secured Promissory Note, dated October Incorporated by reference to Exhibit
25, 2004, payable to FKA Distributing 99.10 to the Registrant's Form 8-K
Co., d/b/a HoMedics, Inc., a Michigan filed on November 12, 2004
corporation, in the principal amount
of $925,000
10.59 Amended and Restated Warrant No. 1, Incorporated by reference to Exhibit
dated October 25, 2004, issued to FKA 99.11 to the Registrant's Form 8-K
Distributing Co. d/b/a HoMedics, Inc. filed on November 12, 2004
10.60 Amended and Restated Warrant No. 2, Incorporated by reference to Exhibit
dated October 25, 2004, issued to FKA 99.12 to the Registrant's Form 8-K
Distributing Co. d/b/a HoMedics, Inc. filed on November 12, 2004
10.61 Warrant No. 3, dated October 25, 2004, Incorporated by reference to Exhibit
issued to FKA Distributing Co. d/b/a 99.13 to the Registrant's Form 8-K
HoMedics, Inc. filed on November 12, 2004
10.62 Amended and Restated Registration 99.14 to the Registrant's Form 8-K
Rights Agreement, dated October 25, 2004, filed on November 12, 2004
by and between Kronos Advanced
Technologies, Inc., a Nevada
corporation and FKA Distributing Co.
d/b/a HoMedics, a Michigan corporation
10.63 Termination Agreement Incorporated by reference to Exhibit
10.63 to the Registrant's Form SB2
filed on April 19, 2005
10.64 Standby Equity Distribution Agreement, dated April Incorporated by reference to Exhibit
13, 2005, by and between Kronos Advanced 10.64 to the Registrant's Form SB2
Technologies, Inc. and Cornell Capital Partners, LP filed on April 19, 2005
10.65 Registration Rights Agreement, dated April 13, Incorporated by reference to Exhibit
2005, by and between Kronos Advanced Technologies, 10.65 to the Registrant's Form SB2
Inc. and Cornell Capital Partners, LP filed on April 19, 2005
10.66 Escrow Agreement, dated April 13, 2005, by and Incorporated by reference to Exhibit
between Kronos Advanced Technologies, Inc. and 10.66 to the Registrant's Form SB2
Cornell Capital Partners, LP filed on April 19, 2005
10.67 Placement Agent Agreement, and Newbridge Incorporated by reference to Exhibit
Securities Corporation, dated April 13, 2005, by 10.67 to the Registrant's Form SB2
and between Kronos Advanced Technologies, Inc. and filed on April 19, 2005
Cornell Capital Partners, LP and Newbridge
Securities Corporation
10.68 Equity-Backed Promissory Note Incorporated by reference to Exhibit
10.68 to the Registrant's Form SB2
filed on April 19, 2005
23.1 Consent of Sherb & Co., LLP Provided herein
23.2 Consent of Burton Bartlett and Glocovac (Included in Exhibit 5.1)
II-7
Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Sections 10(a)(3) of the Securities Act
of 1933 (the "Act");
(ii) Reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) Include any additional or changed material information on the plan of
distribution;
(2) That, for the purpose of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-8
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, on May 16, 2005.
KRONOS ADVANCED TECHNOLOGIES, INC.
By: /s/ Daniel R. Dwight
------------------------------------
Name: Daniel R. Dwight
Title: Chief Executive Officer, President,
Acting Chief Financial Officer,
Acting Principal Accounting Officer,
and Director
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
/s/ Daniel R. Dwight
-----------------------------
Daniel R. Dwight Director, President, June 2, 2005
Chief Executive Officer,
Acting Chief Financial
Officer and Acting Principal
Accounting Officer
/s/ James P. McDermott
-----------------------------
James P. McDermott Director June 2, 2005
/s/ M. J. Segal
-----------------------------
M. J. Segal Director June 2, 2005
/s/ Richard F. Tusing
-----------------------------
Richard F. Tusing Director and Chief June 2, 2005
Operating Officer