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): April 18, 2008
| EnerLume Energy Management Corp. |
| (Exact name of registrant as specified in its charter) |
| Colorado | | 0-16196 | | 06-1168423 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | IRS Employer Identification Number |
| | | | | |
Two Broadway Hamden, Connecticut | | | | 06518 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant's telephone number, including area code: (203) 248-4100 |
| |
| N/A |
| (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 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-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 3.02 of this Current Report is incorporated herein by reference.
A form of the 9% convertible Unsecured Promissory Note due April 18, 2010 is filed herein as exhibit 99.1 and is incorporated by this reference.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On April 18, 2008, EnerLume Energy Management Corp. (the “Company”) completed the sale of 20 units consisting of 9% convertible unsecured promissory notes and common stock purchase warrants to 5 investors that met the definition of an “accredited investor” pursuant to Regulation D of the Securities Act of 1933 (“Securities Act”). The total proceeds to the Company were $1,000,000. Each unit was sold for $50,000 per unit and also entitled the unit holder to 15,000 common stock purchase warrants which are exercisable for five years at $1.80 per warrant. The notes will bear interest at a rate of 9% per year, payable semiannually in arrears in cash. The notes will mature on April 18, 2010. Holders may convert their notes and any accrued interest 6 months after the date of purchase into shares of common stock at a conversion rate of $1.50 per share. One investor has requested his conversion right not to be effective until 12 months from the date of purchase to facilitate his investment objectives. The Company did not pay a sales commission or other remuneration in connection with the sale of the notes.
The units and the underlying securities were offered and sold without registration under the Securities Act in reliance upon the exemption provided by Section 4(2) and Rule 506 of Regulation D promulgated thereunder, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act. An appropriate restricted legend was placed on the securities issued.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of these securities. This report is being filed pursuant to and in accordance with Rule 135c under the Securities Act.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| | (d) Exhibits |
| | | | |
| | Exhibit Number | | Exhibit Title or Description |
| | 99.1 | | Form of 9% Convertible Unsecured Promissory Note due April 18, 2010 |
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.
| | | ENERLUME ENERGY MANAGEMENT CORP. |
| | | |
| | | |
| Dated: April 21, 2008 | | By: /s/ Michael C. Malota |
| | | Michael C. Malota |
| | | Chief Financial Officer |
ENERLUME ENERGY MANAGEMENT CORP.
EXHIBIT INDEX
| | | | |
| | Exhibit Number | | Exhibit Title or Description |
| | 99.1 | | Form of 9% Convertible Unsecured Promissory Note due April 18, 2010 |
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