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 12, 2009
| 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 |
| |
| |
| (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 1. Registrant’s Business and Operations.
Item 1.01. Entry into a Material Definitive Agreement
On February 12, 2009, EnerLume Energy Management Corp. (the “Company”) entered into a promissory note extension agreement with Daniel Troiano to amend the terms of an unsecured convertible promissory note issued to them on July 30, 2008 (the “Unsecured Note”). The Unsecured Note was originally issued for the principal amount of $500,000, accrued interest at the rate of 18% per annum, and was originally due on January 30, 2009. Pursuant to the promissory note extension agreement, the maturity date for the Unsecured Note shall be extended to July 30, 2009 and shall continue to accrue interest at the rate of 18% per annum in accordance with the original terms of the Unsecured Note. In addition, Mr. Troiano will receive warrants to purchase 310,000 shares of the Company’s common stock exercisable until January 31, 2014 at $0.54 per share.
Mr. Troiano is a brother to a member of the Company’s Board of Directors and such brother did not participate in the Board’s decision to extend the notes or the revised terms thereof.
Section 3. Securities and Trading Markets.
Item 3.02. Unregistered Sales of Equity Securities
See Item 1.01 of this report.
The offers of extension and warrants were made to the noteholders 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 the extended notes and warrants 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.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of the offers of extension and warrants. 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 | | Promissory Note Extension Agreement dated February 12, 2009 (Unsecured Note) |
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: February 17, 2009 | | 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 | | Promissory Note Extension Agreement dated February 12, 2009 (Unsecured Note) |
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