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): February 11, 2009
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)
364-5089
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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
February 11, 2009, following extensive discussions with its secured lenders
regarding the outstanding obligations under the AirWorks Funding LLLP
(“AirWorks”) and Hilltop Holding Company LP (“Hilltop,” and together with
AirWorks, the “Noteholders”) promissory notes, Kronos Advanced Technologies,
Inc. (the “Company”) entered into a peaceful possession letter (the “Letter”)
with AirWorks, as agent for the Noteholders, pursuant to which the Company will
transfer control of its assets constituting collateral under the AirWorks and
Hilltop promissory notes to AirWorks and Hilltop in accordance with peaceful
possession procedures.
A copy of
the Letter is filed with this report as Exhibit 10.1 and is hereby incorporated
by reference herein. The foregoing description of the Letter does not purport to
be complete and is qualified in its entirety by reference to the full text of
such letter.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported, effective at
the close of business on February 13, 2009, Richard F. Tusing will be resigning
from all positions at the Company, including as a director. Following
the effectiveness of Mr. Tusing’s resignation, Barry Salzman will serve as
acting President, Treasurer and Secretary of the Company. There have
been no changes to Mr. Salzman’s biography included in the Company’s annual
report on Form 10-KSB for the fiscal year ended June 30, 2008 filed with the SEC
on January 26, 2009.
Item
8.01 Other Events.
In light
of the Company’s financial condition and the ongoing peaceful possession
proceedings, the Company will be voluntarily deregistering its common stock and
ending its reporting obligations under the Securities Exchange Act of
1934. The Company’s obligation to file periodic reports with the
Securities and Exchange Commission (the “SEC”) will be immediately suspended
upon the filing of the Form 15. The registration of the Company’s common stock
under the Securities Act of 1934 is expected to terminate 90 days after the
filing of the Form 15, if the Form 15 is not withdrawn and the SEC does not deny
the Company’s application to deregister. Following deregistration
with the SEC, if the Company’s common stock ceases to be quoted on the Over the
Counter Bulletin Board, it may be quoted on the Pink OTC Market, or Pink Sheets,
but there can be no assurance that any broker will continue to make a market in
the common stock.
The
Company’s press release regarding the matters discussed herein is attached as
Exhibit 99.1 to this report and is incorporated herein be
reference.
Item 9.01
Financial Statements and
Exhibits.
(d) Exhibits
– The following exhibits are furnished as part of this current report on Form
8-K:
10.1
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Peaceful
Possession Letter dated February 11, 2009.
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99.1
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Press
release dated February 12, 2009.
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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:
February 12, 2008
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KRONOS
ADVANCED TECHNOLOGIES, INC.
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By:
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/s/ Richard F. Tusing
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Name:
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Richard
F. Tusing
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Title:
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A
cting President, acting Chief
Executive Officer, acting Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Chief Operating Officer, Treasurer,
Secretary
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