SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 13, 2006
Kronos Advanced Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-30191 87-0440410
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
464 Common Street, Suite 301, Belmont, Massachusetts 02478
(Address of principal executive offices) (Zip code)
(617) 993-9965
Registrant's telephone number, including area code
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 13, 2006 (the "Transaction Date"), Kronos Advanced
Technologies, Inc., a Nevada corporation (the "Company") issued to Cornell
Capital Partners, LP ("Cornell") a convertible debenture (the "Debenture") in
the principal amount of One Million Six Hundred Forty-Five Thousand Four Hundred
Seventy-Six Dollars ($1,645,476) in satisfaction of the outstanding principal
balance and accrued interest under that certain Promissory Note, issued by the
Company to Cornell on June 22, 2005, in the principal amount of One Million Five
Hundred Fifteen Thousand Dollars ($1,515,000) (the "Note").
The Debenture is due on or before June 13, 2007 (the "Maturity Date"), and
interest shall accrue on the outstanding principal balance thereof at an annual
rate equal to twelve percent (12%). Interest shall be paid by the Company in
cash or in shares of common stock of the Company, par value $0.001 per share
("Common Stock") and such shares of Common Stock shall be valued at the Closing
Bid Price (as such term is defined in the Debenture) on the trading day
immediately prior to the date paid at the option of the Company. The Company
shall at all time reserve and keep available out of its authorized and unissued
shares of Common Stock (taking into account the adjustments and restrictions set
forth therein), solely for the purpose of issuance upon conversion of the
Debenture and payment of interest on the Debenture, not less than such number of
shares of Common Stock as shall be issuable upon the conversion of the
outstanding principal amount of the Debenture and payment of interest
thereunder.
The Company at its option shall have the right to redeem a portion or all
amounts outstanding under the Debenture prior to the Maturity Date by providing
five (5) business days prior written notice to the holder of its intention to
make a redemption (the "Redemption Notice Period") setting forth the amount of
principal it desires to redeem. After receipt of the redemption notice, the
holder has through the end of the Redemption Notice Period to elect to convert a
portion of the Debenture, up to and not exceeding an amount of shares of
restricted Common Stock that after giving affect to such conversion, the holder,
together with any affiliates, would beneficially own 4.99% of the number of
shares of Common Stock outstanding immediately after giving effect to such
conversion. On the sixth (6th) business day after the redemption notice, the
Company must deliver to holder the redemption amount with respect to the
principal amount redeemed after giving effect to any conversions during the
Redemption Notice Period. It is an event of default under the Debenture if the
Company does not timely make the redemption payment and the conversion
limitation described above will no longer apply.
The Debenture is convertible into unregistered shares of Common Stock at
the option of the holder, in whole or in part at any time and from time to time
subject to certain limitations set forth therein. The number of shares of Common
Stock issuable upon conversion equals the quotient obtained by dividing (x) the
outstanding amount of the Debenture to be converted by (y) $0.0075 per share,
which such price may be adjusted pursuant to the terms of the Debenture.
The Company shall not effect any conversions under the Debenture and the
holder shall not have the right to convert any portion of the Debenture or
receive shares of restricted Common Stock as payment of interest or principal
thereunder to the extend that, after giving effect to such conversion or receipt
of such interest or principal payment, the holder, together with any affiliate
thereof, would beneficially own in excess of 4.99% of the number of shares of
Common Stock outstanding immediately after giving effect to such conversion or
receipt of shares as payment of interest.
A copy of the Debenture is attached hereto as Exhibit 10.1.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 Above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibit No. Description:
Exhibit Description Location
Exhibit 10.1 Convertible Debenture, dated Provided
December 13, 2006, issued by the herewith
Company to Cornell Capital Partners, LP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: December 15, 2006 KRONOS ADVANCED TECHNOLOGIES, INC.
By: /s/ Daniel R. Dwight
---------------------
Name: Daniel R. Dwight
Title: President, Chief Executive Officer
and Director