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 2, 2004 KRONOS ADVANCED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) NEVADA 000-30191 87-0440410 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 464 COMMON STREET, SUITE 301, BELMONT, MASSACHUSETTS 02478 (Address of principal executive offices) (Zip code) (949) 623-8316 Registrant's telephone number, including area code 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: [ ] 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. On November 2, 2004, Kronos Advanced Technologies, Inc., a Nevada corporation (the "Company") entered into a Mutual Termination Agreement with Fusion Capital Fund II, LLC, an Illinois limited liability company ("Fusion"). Pursuant to the Mutual Termination Agreement, the Company and Fusion mutually agreed to terminate that certain Common Stock Purchase Agreement, dated August 12, 2002, by and between the Company and Fusion. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable (b) Not applicable EXHIBIT DESCRIPTION LOCATION ------------------------------------------------------------------------------------------------------------------ Mutual Termination Agreement, dated November 2, 2004, by and Exhibit 99.1 between Kronos Advanced Technologies, Inc. and Fusion Capital Fund II, LLC Provided herewith 2 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. Date: November 12, 2004 KRONOS ADVANCED TECHNOLOGIES, INC. By: /s/ Daniel R. Dwight ------------------------- Name: Daniel R. Dwight Title: President, Chief Executive Officer and Director