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