telkonet_8k-073007.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
July
24, 2007
(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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000-27305
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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
July
24, 2007, Telkonet entered into a Senior Note Purchase Agreement with GRQ
Consultants, Inc. (“GRQ”) pursuant to which the Company issued to GRQ a Senior
Promissory Note (the “Note”) in the aggregate principal amount of
$1,500,000. The Note is due and payable on the earlier to occur of
(i) the closing of the Company’s next financing, or (ii) January 28, 2008, and
bears interest at a rate of six (6%) percent per annum. The Company
has incurred approximately $25,000 in fees in connection with this
transaction. The net proceeds from the issuance of the Note will be
for general working capital needs. In connection with the issuance of
the Note, the Company also issued to GRQ warrants to purchase 359,712 shares
of
Telkonet common stock at $4.17 per share. These warrants expire five
years from the date of issuance.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
None
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:
July 30, 2007
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By:
/s/ Richard J. Leimbach
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Richard
J. Leimbach
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Vice
President, Finance
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