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 31, 2008
Kronos
Advanced Technologies, Inc.
(
Exact name of registrant as
specified in its charter)
Nevada
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000-30191
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87-0440410
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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464
Common Street, Suite 301, Belmont, Massachusetts
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02478
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(Address
of principal executive offices)
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(Zip
code)
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(617)
993-9965
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(Registrant’s
telephone number, including area code)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d- 2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On March 31, 2008, Kronos Advanced
Technologies, Inc. (the “Company”) entered into an Intellectual Property
Transfer and License Agreement (the “IP Agreement”) and a Development Agreement
(the “Development Agreement,” and together with the IP Agreement, the
“Agreements”) with Tessera Technologies, Inc. (“Tessera”).
Pursuant to the IP Agreement, Tessera
acquired certain Kronos patents covering ionic micro-cooling applications for a
purchase price of $3.5 million. In addition, Tessera has the option
to purchase certain additional Kronos patents (the “Additional Patents”) for a
purchase price of $2 million, on or prior to April 1, 2009, following receipt by
the Company of all specified installment payments. The IP Agreement
grants Tessera a license to the Additional Patents which will expire (i) if such
Additional Patents are acquired or (ii) on April 1, 2009. Tessera
also granted the Company a license to all patents that the Company transfers to
Tessera for use outside of the field of ionic micro-cooling of integrated
circuit devices or discrete electrical components. The IP Agreement
further provides that if Tessera does not use its commercially reasonable
efforts to license or use the rights acquired and licensed from the Company, the
Company shall have an option to repurchase such patents from Tessera for $5
million. The IP Agreement also includes (a) representations and
warranties, (b) provisions regarding patent administration and enforcement, (c)
indemnification obligations in favor of Tessera, and (d) confidentiality
and non-competition provisions, typical for an agreement of this
nature. The term of the IP Agreement expires on December 31, 2014,
unless terminated earlier in accordance with the agreement.
Pursuant to the Development Agreement,
the Company and Tessera have agreed to collaboratively create and conduct a
program to facilitate the development and commercialization of the intellectual
property rights subject to the IP Agreement. The Development
Agreement provides that Tessera will be primarily responsible for the
commercialization and interaction with third parties with respect to such
intellectual property rights and each party will be responsible for the
respective costs incurred in connection with the Development Agreement, unless
otherwise agreed to in writing. The term of the Development Agreement
is for three years, unless terminated earlier in accordance with the
agreement.
A press release regarding the
agreements is furnished hereto as Exhibit 99.1.
Item
9.01 Financial Statements, Pro Forma
Financial Information and Exhibits.
(d)
Exhibits.
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99.1
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Press
release dated April 3, 2008.
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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:
April 3, 2008
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KRONOS
ADVANCED TECHNOLOGIES, INC.
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By:
/s/ Daniel R. Dwight
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Name:
Daniel R. Dwight
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Title:
Chief Executive Officer and President
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