-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UH1A2QsW8d/C10LcK33efjQGc4ytm+F30N5GboCX+TiMsbw5Py3ciLD3YTWzU7t1 UeghsN7xcyyFsuXgXJXIEg== 0001172665-08-000044.txt : 20080314 0001172665-08-000044.hdr.sgml : 20080314 20080314132727 ACCESSION NUMBER: 0001172665-08-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080314 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080314 DATE AS OF CHANGE: 20080314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS ADVANCED TECHNOLOGIES INC CENTRAL INDEX KEY: 0001108248 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 870440410 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30191 FILM NUMBER: 08688695 BUSINESS ADDRESS: STREET 1: 333 S STATE ST STREET 2: PMB111 CITY: LAKE OSWEGO STATE: OR ZIP: 97034 BUSINESS PHONE: 5035981900 MAIL ADDRESS: STREET 1: 333 S STATE ST STREET 2: PMB 111 CITY: LAKE OSWEGO STATE: OR ZIP: 97034 FORMER COMPANY: FORMER CONFORMED NAME: TSET INC DATE OF NAME CHANGE: 20000301 8-K 1 form8k.txt ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 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): March 13, 2008 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) 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 March 13, 2008, Kronos Advanced Technologies, Inc. (the "Company") entered into Amendment No. 2 to Kronos Advanced Technologies, Inc. Secured Promissory Note ("Note Amendment No. 2"), effective as of February 29, 2008, 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 April 30, 2008 from February 29, 2008. In addition, pursuant to Note Amendment No. 2, the Company agreed to pay the holder an amendment fee in connection with Note Amendment No. 2 comprised of (a)(i) either a $12,500 cash payment or 818,112 shares of the Company's common stock and (ii) an additional 818,113 shares of the Company's common stock and (b) if all outstanding amounts under the CCGF Note are not paid in full on or prior to March 31, 2008, in addition to the amounts set forth in (a) above, (i) either a $12,500 cash payment or 818,112 shares of the Company's common stock and (ii) an additional 818,113 shares of the Company's common stock. Note Amendment No. 2 also modified certain obligations with respect to the amendment fee payable with respect to Amendment No. 1 to the CCGF Note. This description of Note Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Note Amendment No. 2, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (d) Exhibits. 10.1 Amendment No. 2 to Kronos Advanced Technologies, Inc. Secured Promissory Note dated February 29, 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: March 13, 2008 KRONOS ADVANCED TECHNOLOGIES, INC. By: /s/ Daniel R. Dwight -------------------- Name: Daniel R. Dwight Title: Chief Executive Officer and President EX-10.1 2 ex101.txt AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE Exhibit 10.1 AMENDMENT NO. 2 TO KRONOS ADVANCED TECHNOLOGIES, INC. SECURED CONVERTIBLE PROMISSORY NOTE This Amendment No. 2 to the Kronos Advanced Technologies, Inc. (the "Maker") Secured Convertible Promissory Note is entered into on March 13, 2008 and effective as of February 29, 2008 ("Amendment No. 1") by and between the Maker and 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") (Sands I, Sands II, Sands III, Sands IV, and CCGF, together with their respective successors, representatives, and permitted assigns, are collectively referred to as, the "Holder"). RECITALS A. Maker issued the Holder a Secured Convertible Promissory Note dated June 19, 2007 in the principal amount of up to Eight Hundred Fifty-Nine Thousand Dollars ($859,000.00) with an initial Maturity Date of December 31, 2007, as amended by Amendment No. 1 to the Note dated December 31, 2007 (collectively, the "Note"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in the Note. B. Pursuant to Amendment No. 1 to the Note ("Amendment No. 1"), among other things, Maker and Holder agreed to extend the Maturity Date to February 29, 2007. C. Maker and Holder desire to further amend the terms of the Note to further extend the Maturity Date to April 30, 2008. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Extension of Maturity Date. The Maturity Date of the Note is hereby further extended to April 30, 2008 (the "Extended Maturity Date"). All references in the Note to December 31, 2007 (or February 29, 2008) or Maturity Date shall be deemed to be a reference to the Extended Maturity Date. 2. Amendment No. 2 Fee. In addition to any fees or other amounts payable by Maker to the Holder under the terms of the Note, Maker agrees to pay to the Holder an amendment fee comprised of (a)(i) at the option of the Holder, pursuant to written notice delivered to Maker at least three business days prior to the Extended Maturity Date, (1) a $12,500 cash payment or (2) the issuance to the Holder of 818,112 shares of the Maker's common stock, par value $0.001 per share (the "Common Stock") and (ii) the issuance to the Holder of 818,113 shares of the Maker's Common Stock, in each case, due and payable on the Extended Maturity Date and (b) if all outstanding amounts under the Note have not been repaid in full on or prior to March 31, 2008, in addition to the amounts set forth in (a) above, (i) at the option of the Holder, pursuant to written notice delivered to Maker at least three business days prior to the Extended Maturity Date, (1) a $12,500 cash payment or (2) the issuance to the Holder of 818,112 shares of the Maker's Common Stock and (ii) the issuance to the Holder of 818,113 shares of the Maker's Common Stock, in each case, due and payable on the Extended Maturity Date. 3. Amendment No. 1 Amendment Fee. Maker and Holder agree that Maker's obligation to pay an amendment fee pursuant to Section 3 (Amendment Fee) of Amendment No. 1 is hereby amended as follows. a. With respect to the portion of the amendment fee due pursuant to Section 3(a) of Amendment No. 1, Maker and Holder agree that at the option of the Holder, pursuant to written notice delivered to Maker at least three business days prior to the Extended Maturity Date, Maker shall (i) pay Holder a $25,000 cash payment or (ii) issue Holder 1,470,588 shares of Maker's Common Stock, in each case, due and payable on the Extended Maturity Date, in full satisfaction of that portion of the amendment fee due pursuant to Section 3(a) of Amendment No. 1. b. With respect to the portion of the amendment fee due pursuant to Section 3(b) of Amendment No. 1, as promptly as practicable following the date hereof, Maker agrees to issue to Holder 1,470,588 shares of the Maker's Common Stock in full satisfaction of that portion of the amendment fee due pursuant to Section 3(b) of Amendment No. 1. 4. Miscellaneous. Except as specifically set forth in this Amendment No. 2, all of the terms and conditions of the Note, as amended, shall remain in full force and effect. This Amendment No. 2 shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signatures on following page] IN WITNESS WHEREOF, Maker and Holder have each executed and delivered this Amendment No. 2 as of the day and year first above written. MAKER: Kronos Advanced Technologies, Inc. By: /s/ Daniel R. Dwight -------------------- Name: Daniel R. Dwight Title: Chief Executive Officer and President HOLDER: Sands Brothers Venture Capital LLC By:/s/ Scott Baily --------------- Name: Scott Baily Title: Chief Administration Officer Sands Brothers Venture Capital II LLC By: /s/ Scott Baily --------------- Name: Scott Baily Title: Chief Administration Officer Sands Brothers Venture Capital III LLC By: /s/ Scott Baily --------------- Name: Scott Baily Title: Chief Administration Officer Sands Brothers Venture Capital IV LLC By: /s/ Scott Baily --------------- Name: Scott Baily Title: Chief Administration Officer Critical Capital Growth Fund, L.P. By: Critical Capital, L.P., its general partner By: Critical Capital Corporation, its general partner By: /s/ Charles Robinson -------------------- Name: Charles Robinson Title: President By: /s/ Steven Sands ---------------- Name: Steven Sands Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----