tko_8k-112509.htm
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
earliest event reported)
(Exact
Name of Registrant as Specified in Its Charter)
(State
or Other Jurisdiction of Incorporation)
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000-31972
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87-0627421
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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20374 Seneca Meadows
Parkway, Germantown, Maryland 20876
(Address
of Principal Executive Offices)
(240)-912-1800
(Registrant's
Telephone Number)
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 (see General Instruction A.2. below):
[_]
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
November 19, 2009, Telkonet, Inc. (the “Company”) completed a private placement
(the “Private Placement”) of 215 shares of the Company’s Series A
Convertible Redeemable Preferred Stock, par value $0.001 per share (“Series A”),
and warrants (“Warrants”) to purchase an aggregate of 1,628,800 shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”) to
certain accredited investors pursuant to a securities purchase agreement (the
“Securities Purchase Agreement”) entered into on November 16,
2009. The Series A shares were sold at a price per share of $5,000
and the Warrants have an exercise price of $0.33, which is equal to the
volume-weighted average price of a share of Common Stock measured over the
30-day period immediately preceding November 12, 2009. The Company
received $1,075,000 from the sale of these Series A shares and
Warrants. The entering into of the Securities Purchase Agreement was
previously disclosed in Item 1.01 of the Current Report of the Company filed
with the Securities and Exchange Commission (the “SEC”) on November 18,
2009. The Securities Purchase Agreement was attached as an exhibit to
that previously filed Form 8-K.
Under the
terms of the Private Placement, each Series A share is convertible into
approximately 13,774 shares of Common Stock at a conversion price of $0.363 per
share, which is equal to 110% of the volume-weighted average price of a share of
Common Stock measured over the 30-day period immediately preceding November 12,
2009. Except as specifically provided or as otherwise required by
law, the Series A shares will vote together with the Common Stock shares on an
as-if-converted basis and not as a separate class. Each Series A
share shall have a number of votes equal to the number of shares of Common Stock
then issuable upon conversion of such shares of the Series A.
The
Securities Purchase Agreement includes representations, warranties, and
covenants customary for a transaction of this type.
The
description set forth in Item 3.02 below is incorporated by reference into
this Item 1.01.
The press
release announcing the completion of the Private Placement is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K that
relates to the unregistered sale of equity securities is incorporated by
reference into this Item 3.02.
The
Shares were offered and sold in the Private Placement to accredited investors
without registration under the Securities Act, or the securities laws of certain
states, in reliance on the exemptions provided by Section 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder and in
reliance on similar exemptions under applicable state laws. Each
investor represented that the investor qualified as an “accredited investor,” as
defined under Rule 501(a) of Regulation D. All Shares were issued as
restricted securities and the certificates representing the shares were endorsed
with legends confirming that the Shares had been issued without registration
under the Securities Act and cannot be sold or otherwise transferred without
registration under the Securities Act or an exemption from such registration
requirements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
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Number
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Description
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99.1
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Press
Release, dated November 19,
2009.
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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.
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TELKONET,
INC.
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Date:
November 25, 2009
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By:
/s/ Richard J.
Leimbach
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Richard
J. Leimbach
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Chief
Financial Officer
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