U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 10, 2005
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THERMODYNETICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10707 06-1042505
[State or other jurisdiction (Commission File No (I.R.S. Employer
of incorporation) Identification No.)
651 Day Hill Road, Windsor, Connecticut 06095
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(Address of principal executive offices) (Zip Code)
860-683-2005
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(Registrant's telephone number)
N/A
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(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 (see General Instruction A.2):
[_] 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.
As of May 9, 2005, the Board of Directors approved the issuance of 10%
promissory notes in the aggregate amount of up to $600,000, as well as the
issuance of warrants to purchase common stock, all to be purchased pursuant to
subscription agreements. Two affiliated officer/directors and four unaffiliated
investors entered into subscription agreements with the Company, which were
accepted and closed on May 10, 2005, whereby $150,000 and $300,000,
respectively, $450,000 in the aggregate, was borrowed by the Company at the
first closing; such offering is continuing to a maximum of up to $600,000. Such
loans are evidenced by promissory notes bearing 10% interest, and payment terms
as follows: (a) interest shall be payable monthly in arrears commencing on June
15, 2005; and (b) seven (7) monthly payments of sixty-four thousand two hundred
eighty-five 71/100 ($64,285.71) dollars of principal in the aggregate together
with accrued and unpaid interest commencing June 15, 2006, and maturing on
December 31, 2006. Further, the investors each receive warrants to purchase
common stock at an exercise price of $1.40 per share. The warrants expire June
30, 2008, and provide for the purchase of 225,000 shares of common stock in the
aggregate.
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.
(Registrant)
THERMODYNETICS, INC.
By: /s/ Robert A. Lerman
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Robert A. Lerman, President
Date: May 10, 2005