SECURITIES AND EXCHANGE COMMISSION
Section 13 or 15(d) of the
Exchange Act of 1934
|Date of Report (Date of earliest event reported):
||November 30, 2012|
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|10 New Bond Street, Worcester, Massachusetts
|(Address of principal executive offices)
(Registrant’s telephone number, including
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 30, 2012, we entered into a Bridge Loan Agreement
(the “Loan Agreement”) with a group of investors identified below (the “Investors”), all of whom are holders
of our Series B Convertible Preferred Stock (the “Series B Stock”) pursuant to which the Investors made loans to us
in the aggregate principal amount of $3,700,000 (the “Loans”) as set forth below:
|Robert S. Trump
|Empire Capital Partners, L.P.
|Empire Capital Partners, Ltd
|Empire Capital Partners Enhanced Master Fund, Ltd
|The Quercus Trust
The Loans were made in anticipation of our designation, offer
and issuance of a new series of Preferred Stock to be designated as Series C Convertible Preferred Stock (the “Series C Stock”)
which will have rights, including liquidation rights, senior to the rights of the Series B Stock. We intend to call a meeting of
shareholders to consider and act upon a proposal to effect certain amendments to our Certificate of Incorporation including amending
the terms of the Series B Stock and authorizing the Series C Stock. In connection with such meeting, we will prepare and distribute
to our shareholders a proxy statement setting forth the text of the proposed amendments to our Certificate of Incorporation and
other relevant information. The proxy statement and other relevant documents filed with the SEC will
be available free of charge at the SEC’s website, www.sec.gov and shareholders will also be able to obtain copies
of the proxy statement and other relevant documents free of charge by directing their requests to ThermoEnergy Corporation., 10
New Bond Street, Worcester, Massachusetts 01606, Attention: Investor Relations.
WE ARE NOT ASKING YOU FOR A PROXY AT THIS TIME AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
As evidence of our obligation to
repay the Loans we have issued to the Investors Promissory Notes due April 15, 2013 (the “Notes”). The Notes bear interest
at the rate of 8% per annum and may not be prepaid, in whole or in part, without the prior written consent of the Investors.
Upon satisfaction of the conditions to the issuance and sale of the Series C Stock, as set for in the Loan Agreement, the Investors
have agreed to surrender the entire principal amount of, and all accrued interest on, the Notes for conversion into shares of Series
The Loan Agreement and the Notes contain other, conventional
terms, including representations and warranties regarding our business and assets and our authority to enter into such agreements,
and provisions for acceleration of our obligations upon the occurrence of certain specified events of default.
The Loan Agreement and the form of the Notes are filed herewith
as Exhibits 10.1 and 10.2, respectively, and the foregoing descriptions of such documents are qualified in their entirety by reference
to such Exhibits.
|| Financial Statements and Exhibits|
||Bridge Loan Agreement dated as of November 30, 2012 by and among ThermoEnergy Corporation and the Investors party thereto. *|
||Form of Promissory Note issued pursuant to the Bridge Loan Agreement dated as of November 30, 2012 by and among ThermoEnergy Corporation and the Investors party thereto.|
* Note: The exhibits to the Loan Agreement have not been filed
herewith. We will furnish a copy of any such omitted exhibits supplementally to the Staff of the Securities and Exchange
Commission upon request.
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.
Date: December 6, 2012
||/s/ Cary G. Bullock |
||Cary G. Bullock|
||Chairman and Chief Executive Officer|