UNITED
STATES
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): February 25, 2009
alpha-En
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12885
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95-4622429
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(State
or other jurisdiction
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of
incorporation)
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File
Number)
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Identification
No.)
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120
White Plains Road
Tarrytown,
New York 10591
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (914) 631-5265
(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:
¨ 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))
CURRENT
REPORT ON FORM 8-K
alpha-En
Corporation
February
25, 2009
Item
1.01. Entry into a Material
Definitive Agreement.
On
February 25, 2009, we entered into a Technology License Agreement with the
Amendola Family Trust, a trust created by Steven Amendola. Pursuant
to the License Agreement, we acquired an exclusive, worldwide, perpetual license
to use certain proprietary technology for manufacturing metallic lithium for use
in batteries and other fields. We believe this technology allows for
the manufacture of metallic lithium more efficiently and more inexpensively than
current methods. Lithium batteries are used in laptops, cell phones, digital
cameras, i-pods, power tools and thousands of other high technology devices and
applications.
More
broadly, the License Agreement grants to us the rights to use, further license,
sublicense and subcontract the technology to third parties for the purification,
manufacture, purchase of components, quality inspection, assembly, testing,
installation, commissioning and operation of the manufacturing process and sale
of metallic lithium in or for batteries and related devices and other
fields. A patent application relating to the licensed technology is
pending.
In
consideration for the license grant, we issued 1,000,000 shares of our common
stock to the Amendola Family Trust, and have agreed to pay the licensor a
royalty of (i) $1.00 per kilogram of lithium product manufactured and sold, and
(ii) in the event sodium is produced out of the manufacture of lithium, $0.10
per kilogram of sodium manufactured and sold. The royalty is payable
by us quarterly and subject to audit rights by the licensor.
Additionally,
we have agreed to issue to the Amendola Family Trust a further 2,000,000 shares
of our common stock, but which shares are restricted and subject to forfeiture
if there has not been at least $1,000,000 in total commercial sales of licensed
products by February 25, 2012 (three years after the date of the License
Agreement).
We have
also agreed to issue to the Amendola Family Trust, an option, exercisable only
in the event commercial sales reach $1,000,000 as noted above and for five years
after the date of the License Agreement, to purchase up to such number of shares
of our common stock (“option shares”) such that the option shares, when added to
the number of shares of common owned by the Amendola Family Trust or any of its
affiliates prior to exercise of the option, will be equal to 19% of the total
number of outstanding shares of our common stock after the exercise of the
option, at an exercise price that is the same price as then current sales by us
of our shares during the term of the License Agreement.
Steven
Amendola, the executor of the Amendola Family Trust, has 25 years of scientific
experience focused on metalergy, chemistry and alternate energy. He
holds more than 20 issued patents in these fields with others currently
pending. Mr. Amendola founded Millenium Cell, Inc. (a hydrogen
development company) and is currently founder and Chief Executive Officer of RSI
Silicon Products LLC (a silicon cell manufacturer for solar
energy).
We expect
our future operations will be centered around metallic lithium battery
technology (an estimated market in excess of $1.0 billion according to
independent industry sources). No assurance can be given, however,
that we will be successful in these efforts.
Item
3.02. Unregistered Sales of
Equity Securities.
The information disclosed in Item
1.01 of this current report on Form 8-K regarding the issuance of our shares of
common stock is incorporated by reference into this Item 3.02. The issuance of
these shares under the License Agreement to the Amendola Family Trust was
determined to be exempt from registration under the Securities Act of 1933, as
amended, as a transaction by an issuer not involving a public offering.
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 thereunto
duly authorized.
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Date: March
2, 2009
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ALPHA-EN
CORPORATION
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By:
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/s/ Jerome I. Feldman
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Jerome
I. Feldman
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Chairman
of the Board
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