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)
June
26,
2007
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-51696
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20-1372858
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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5
HOUSTON CENTER
1401
McKINNEY STREET, SUITE 900
HOUSTON,
TX 77010-4035
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant’s
telephone number, including area code)
N/A
(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)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
June
26, 2007, Trulite, Inc. (the “Company”) pursuant to the terms of a Note and
Warrant Purchase Agreement dated June 26, 2007 (the “Purchase Agreement”), sold
a total of 6.66 units (“Units”), each Unit comprising (i) a convertible
promissory note (a “Note”), in the original principal amount of $75,000, and
(ii) a warrant (a “Warrant”), to purchase 100,000 shares of the Company’s common
stock, $0.0001 par value (“Common Stock”) at a price of $1.00 per share. The
Company sold a total of $500,000 in principal amount of Notes and Warrants
to
purchase a total of 666,666 shares of Common Stock. Parties to the Purchase
Agreement other than the Company were the purchasers of the Units.
Each
Note
bears interest at a rate of 15% per annum. Principal and accrued but unpaid
interest on each Note are payable in full in June 26, 2008. Amounts outstanding
under each Note may be prepaid without penalty. The unpaid principal balance
due
under each Note, together with any accrued but unpaid interest, may be converted
into unregistered shares of Common Stock at a conversion price of $0.75 per
share, subject to adjustment as provided in the Note.
Each
Warrant is exercisable until June 26, 2010, at an exercise price of $1.00 per
share, subject to adjustment as provide in the Warrant and has a cashless
exercise feature.
The
Notes
and Warrants each 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 June 26, 2007, the Company issued $500,000
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 June 26, 2007, the Company sold 6.66 Units.
See Item 1.01 for a description of the Units, and the Notes and Warrants
comprising the Units.
The
Units
sold were 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. Jelco, LLC provided services to the Company in
connection with the consummation of the transactions contemplated by the
Purchase Agreement, including providing advice regarding the terms of the Notes
and Warrants and identifying potential investors. As compensation for such
services, the Company has agreed to issue to Jelco 100,000 shares of Common
Stock.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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10.74
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Form
of Convertible Promissory Note
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10.75
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Form
of Warrant
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10.76
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Note
and Warrant Purchase Agreement dated June 26,
2007
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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.
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TRULITE,
INC.
(Registrant)
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Dated:
June 29, 2007 |
By: |
/s/ Jonathan H. Godshall |
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Name:
Jonathan H. Godshall
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Title:
President |