telkonet_8k-050608.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
May 6,
2008
(Date of
earliest event reported)
TELKONET,
INC.
(Exact Name of Registrant as Specified
in Its Charter)
Utah
(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
3.02 Unregistered Sales of Equity Securities
On May 6,
2008, Telkonet executed a Promissory Note (the “Note”) in favor of Ralph W.
Hooper (the “Note”) in the aggregate principal amount of Four Hundred Thousand
Dollars ($400,000). The Note is due and payable on the earlier to
occur of (i) the closing of the Company’s next financing, or (ii) November 6,
2008. In connection with the issuance of the Note, the Company and
Mr. Hooper entered into a Warrant To Purchase Common Stock entitling Mr. Hooper
to purchase 800,000 shares of Telkonet common stock at $0.60 per
share. These warrants expire five years from the date of
issuance. The net proceeds from the issuance of the Note will be used
for general working capital needs.
The
securities issued in the offering were sold pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and/or Rule
506 of Regulation D promulgated thereunder on the basis that the purchaser is an
"accredited investor" as such term is defined in Rule 501 of Regulation
D.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
4.1 Promissory
Note
4.2 Warrant
to Purchase Common Stock
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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By:
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/s/ Richard
J. Leimbach |
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Richard
J. Leimbach
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Chief
Financial Officer
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