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)
November
7, 2007
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
|
|
|
0-51696
|
|
20-1372858
|
|
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
|
|
|
Identification
No.)
|
5
HOUSTON CENTER
1401
McKINNEY STREET, SUITE 900
HOUSTON,
TX 77010-4035
(Address
of principal executive offices including Zip Code)
(Registrant’s
telephone number, including area code)
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 7, 2007, Trulite, Inc. (the “Company”) pursuant to the terms of a Note
and Warrant Purchase Agreement dated November 7, 2007 (the “Purchase
Agreement”), sold a total of 17 units (“Units”), at a price of $25,000 per Unit,
with each Unit comprising (i) an unsecured promissory note (a “Note”), in the
original principal amount of $25,000, and (ii) a warrant (a “Warrant”) to
purchase 25,000 shares of the Company’s common stock, $0.0001 par value (“Common
Stock”), at a price of $.50 per share. The Company sold a total of $425,000 in
principal amount of Notes and Warrants to purchase a total of 425,000 shares
of
Common Stock. Among those purchasing Units pursuant to the Purchase Agreement
were the following officers and directors of the Company: Ron Seftick
(President); Jonathan Godshall (Chief Executive Officer, Director); Richard
Hoesterey (Director); and John White (Director).
Each
Note
bears interest at a rate of 15% per annum. Principal and accrued but unpaid
interest on each Note are payable in full on April 30, 2008. Amounts outstanding
under each Note may be prepaid without penalty.
Each
Warrant is exercisable until November 7,
2008,
at an
exercise price of $.50 per share, subject to adjustment as provide in the
Warrant and has a cashless exercise feature.
The
Warrants provide for full-ratchet anti-dilution protection.
| Item
2.03. |
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a
Registrant.
|
(a)
As
described under Item 1.01 above, on November 7, 2007, the Company issued
$425,000 in principal amount of Notes. See Item 1.01 for a description of such
Notes.
Item
3.02. Unregistered
Sales of Equity Securities.
As
described under Item 1.01 above, on November 7, 2007, the Company sold 17 Units.
See Item 1.01 for a description of the Units, and the Notes and Warrants
composing the Units.
The
sale
of the Units was not registered under the Securities Act of 1933, as amended
(the "Act"), in reliance on the private offering exemption from registration
provided by Section 4(2) of the Act.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
10.83
|
|
Form
of Promissory Note
|
| |
|
|
|
10.84
|
|
Form
of Warrant
|
| |
|
|
|
10.85
|
|
Note
and Warrant Purchase Agreement dated November 7,
2007
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
TRULITE,
INC.
(Registrant)
|
|
|
Dated:
November 13, 2007
|
By:
|
|
| |
Name:
|
|
| |
Title:
|
|