- Current report filing (8-K)
01 September 2009 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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
):
August
25, 2009
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
33-46104-FW
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71-00659511
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(Commission
File Number)
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(IRS
Employer Identification No.)
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124
West Capitol Avenue, Suite 880, Little Rock, Arkansas
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72201
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(Address
of principal executive offices)
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(Zip
Code)
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(501)
376-6477
(Registrant’s
telephone number, including area code)
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 (
see
General
Instruction A.2. below):
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 August
25, 2009, we issued to Focus Fund, L.P. (“Focus Fund”) our Promissory Note in
the principal amount of $110,000 (the “Bridge Note”). The Bridge Note
bears interest at the rate of 15% per annum. A portion of the
principal amount of the Bridge Note, in the amount of $55,000, together with all
interest then accrued and unpaid under the Bridge Note, is due and payable on
September 4, 2009. The entire unpaid principal amount, together with all
interest then accrued and unpaid under the Bridge Note, is due and payable on
September 28, 2009. All or any portion of the Bridge Note may be
pre-paid without premium or penalty, at our election, with partial payments
being credited first against accrued and unpaid interest and the balance, if
any, against principal.
In
connection with the issuance of the Bridge Note, we agreed that, whether or not
any portion of the Bridge Note then remains outstanding, we will, upon the
initial closing of an equity or convertible debt investment yielding gross
proceeds to us of not less than $2,000,000 (a “Financing”), issue to the holder
of the Bridge Note a warrant entitling such holder to purchase, at any time on
or before the fifth anniversary of the date of the initial closing of the
Financing, such number of the securities to be issued in the Financing (the
“Financing Securities”) as shall be determined by dividing (i) $110,000 by (ii)
the price per share at which such Financing Securities will be issued (the
“Financing Price”). The price per share at which such warrant may be
exercised shall be equal to the Financing Price.
The
Bridge Note contains other conventional provisions, including for the
acceleration of our repayment obligations upon the occurrence of certain
specified Events of Default.
The
Bridge Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and the
foregoing description of the Bridge Note is qualified in its entirety by
reference to such Exhibit.
Focus
Fund was, as of June 30,2009, the beneficial owner of approximately 7.1% of our
outstanding Common Stock. J. Winder Hughes III, a member of our Board
of Directors, is the Managing Partner of Hughes Capital Investors, LLC, the fund
manager of Focus Fund.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Promissory
Note of ThermoEnergy Corporation in the principal amount of $110,000 dated
August 25, 2009 and issued to Focus
Fund, L.P.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
August 31, 2009
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ThermoEnergy
Corporation
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(Registrant)
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By:
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/s/ Dennis
C. Cossey
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Name:
Dennis C. Cossey
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Title:
Chairman and Chief Executive Officer
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