UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 2007
Kronos Advanced Technologies, Inc.
(Exact name of registrant as specified in its 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) 364-5089
(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 31, 2007, Kronos Advanced Technologies, Inc. (the
"Company") entered into Amendment No. 1 to Kronos Advanced Technologies, Inc.
Secured Promissory Note (the "Note Amendment") with Sands Brothers Venture
Capital LLC, a New York limited liability company ("Sands I"), Sands Brothers
Venture Capital II LLC, a New York limited liability company ("Sands II"), Sands
Brothers Venture Capital III LLC, a New York limited liability company ("Sands
III"), Sands Brothers Venture Capital IV LLC, a New York limited liability
company ("Sands IV") and Critical Capital Growth Fund, L.P., a Delaware limited
partnership and a debenture licensed U.S. Small Business Investment Company
("CCGF" and together with Sands I, Sands II, Sands III and Sands IV, the
"Holder"). Pursuant to the Note Amendment, the maturity date of Secured
Convertible Promissory Note dated June 19, 2007 in the principal amount of up to
$859,000 (the "CCGF Note") was extended to February 29, 2008 from December 31,
2007 and a correction was made to the Conversion Price (as defined in the Note)
to equal $0.0030, subject to adjustment from time to time as specified in the
CCGF Note. In addition, pursuant to the Note Amendment, the Company agreed to
pay the holder an amendment fee comprised of (a) either a $25,000 cash payment
or 1,470,588 shares of the Company's common stock and (b) an additional
1,470,588 shares of the Company's common stock.
This description of the Note Amendment does not purport to be complete
and is qualified in its entirety by reference to the Note Amendment, a copy of
which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure contained in Item 5.01 is hereby incorporated by
reference.
Item 5.01 Changes in Control of Registrant
Effective December 31, 2007, (1) AirWorks Funding LLLP ("AirWorks")
elected to convert $438,864.12 of the principal amount of its Secured
Convertible Promissory Note due June 19, 2010 (the "AirWorks Note") into
146,288,040 shares of the Company's common stock in accordance with the terms of
the AirWorks Note and (2) Hilltop Holding Company, LP ("Hilltop") elected to
convert $292,576.08 of the principal amount of its Secured Convertible
Promissory Note due June 19, 2010 (the "Hilltop Note") into 97,525,360 shares of
the Company's common stock in accordance with the terms of the Hilltop Note. The
Hilltop Note was transferred to Hilltop from RS Properties I LLC on August 8,
2007. The issuance of the shares of the Company's common stock to AirWorks and
Hilltop is being made in reliance on the registration exemption provided by
Section 4(2) of the Securities Exchange Act of 1933, as amended.
As a result of the conversion of the AirWorks Note and Hilltop Note
described above, there has been a change in control of the Company. The
146,288,040 shares of the Company's common stock issued as a result of the
conversion of the AirWorks Note constitute approximately 30% of the total
outstanding shares of the Company's common stock. The 97,525,360 shares of the
Company's common stock issued as a result of the conversion of the Hilltop
constitute approximately 20% of the total outstanding shares of the Company's
common stock. Following the conversion of the AirWorks Note and the Hilltop
Note, AirWorks and Hilltop have approved certain corporate actions of the
Company which are described in Item 8.01 below. In addition, the Company expects
AirWorks and Hilltop to exercise their right, pursuant to certain agreements
entered into in connection with the initial issuance of the AirWorks Note and
the Hilltop Note, to designate a majority of the members of the Company's Board
of Directors.
Item 8.01 Other Events
On December 14, 2007, the Company's Board of Directors approved a
reincorporation/recapitalization of the Company which will include (1) the
Company being reincorporated in the State of Delaware via a reincorporation
merger with a newly created subsidiary of the Company, (2) increasing the
authorized share capital of the Company to 500,000,000,000 shares of common
stock and 100,000,000 shares of preferred stock and (3) making certain other
changes to the organizational documents of the Company. Effective December 31,
2007, and following the conversion of the AirWorks Note and Hilltop Note
described in Item 5.01, a majority of the stockholders of the Company approved
the reincorporation/recapitalization by written consent. Prior to the
effectiveness of the reincorporation/recapitalization, the Company will be
distributing an information statement to its stockholders in accordance with
Schedule 14C of the Securities and Exchange Act of 1934, as amended. Such
information statement will include additional details regarding the
reincorporation/recapitalization.
A copy of the Company's press release regarding the matters described above is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
10.1 Amendment No. 1 to Kronos Advanced Technologies, Inc. Secured
Promissory Note dated December 31, 2007.
99.1 Company News Release dated January 8, 2008.
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: January 8, 2008 KRONOS ADVANCED TECHNOLOGIES, INC.
By: /s/ Daniel R. Dwight
---------------------------
Name: Daniel R. Dwight
Title: Chief Executive Officer
and President