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): April 13, 2006
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 000-14465 52-1188993
(State or other (Commision file (IRS employer
jurisdiction of number) identification no.)
incorporation)
23 Hudson Street, Annapolis, MD 21401
(Address of principal executive offices)
(410) 266-5556
(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 (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 8.01 - OTHER EVENTS
On April 13, 2006, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
SONEX RECEIVES EXTENSIONS ON $179,500 NOTES PAYABLE TO SHAREHOLDERS
ANNAPOLIS, MARYLAND, April 13, 2006 - SONEX RESEARCH, INC. (OTC SONX) announced
it has received extensions until December 31, 2006 of the due dates on notes
payable to shareholders totaling $179,500. One note in the principal amount of
$95,000 is payable to Sidney L. Gulick, 3d of Adelphi, MD, and two notes in the
aggregate principal amount of $84,500 are payable to Michael I. Keller of
Alexandria, VA, the consultant who serves as the Company's Director of Business
Development and Program Manager.
The notes bear interest at 6%, and all interest payments have been made through
March 31, 2006. In addition to interest payments in each quarter of this year,
the Company expects to make partial principal payments on the notes prior to
December 31, 2006 as cash flow permits.
Payment of the notes is secured by a shared security interest in the Company's
patents. A note due to Mr. Keller in the principal amount of $67,000 is included
among Company compensation and other financial obligations totaling $543,786
which are secured by a priority security interest, while the $95,000 note due to
Dr. Gulick and a $17,500 note to Mr. Keller are included among compensation and
other financial obligations totaling $614,120 which are secured by a
subordinated security interest.
The Company's management expresses its gratitude to Dr. Gulick and Mr. Keller
for their financial assistance and their willingness to extend the due dates of
the notes. In addition, management thanks Mr. Keller on behalf of Sonex
shareholders for continuing to defer payment of his compensation to reduce the
Company's current cash requirements.
Contact: George E. Ponticas, CFO, Sonex Research, Inc., tel: 410-266-5556,
email: george.ponticas@sonex-na.com, website: www.sonexresearch.com.
About Sonex
Sonex Research, Inc., a leader in the field of combustion technology, is
developing its patented Sonex Combustion System (SCS) piston-based technology
for in-cylinder control of ignition and combustion, designed to increase fuel
mileage and reduce emissions of internal combustion engines. Sonex plans to
complete development, commercialize and market its Sonex Controlled Auto
Ignition (SCAI) combustion process to the automotive industry to improve fuel
efficiency of gasoline powered vehicles. Additionally, independent third-party
testing has confirmed the potential of the SCS application for direct-injected
diesel engines to significantly reduce harmful soot in-cylinder without
increasing fuel consumption. Other SCS designs are being used to convert
gasoline engines of various sizes to operate on safer, diesel-type "heavy fuels"
for use in military and commercial applications requiring light weight and safe
handling and storage of fuel, such as in UAVs (unmanned aerial vehicles).
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
"Forward-looking" statements contained in this report, as well as all publicly
disseminated material about the Company, are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Act. Such statements are based
on current expectations, estimates, projections and assumptions by management
with respect to matters such as commercial acceptance of the SCS technology, the
impact of competition, and the Company's financial condition or results of
operations. Readers are cautioned tha t such statements are not guarantees of
future performance and involve risks and uncertainties that could cause actual
results to differ materially from those expressed in any such forward-looking
statements.
RISK FACTORS
Additional information regarding the risks faced by Sonex is provided in the
Company's periodic filings with the Securities and Exchange Commission (SEC)
under the heading "Risk Factors". Such filings are available upon request from
the Company or online in the SEC's EDGAR database at www.sec.gov. The Company,
however, is delinquent in its filings with the SEC. It has not filed its Annual
Reports on Form 10-KSB for the years ended December 31, 2004 and 2005 because it
lacks the financial resources to eng age its independent accountants to conduct
audits of the December 31, 2004 and 2005 financial statements, and because it
lacks the staffing to prepare the Form 10-KSB itself due in large part to the
amount of time management has spent in responding to litigation. For the same
reasons, the Company has been unable to file its Quarterly Reports on Form
10-QSB for March 31, 2005, June 30, 2005 and September 30, 2005. The Company is
unable to predict when it will be able to make these filings and there can be no
assurance that the filings will be made at all. In addition, there can be no
assurance that a public market for the Company's Common Stock will continue to
exist.
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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.
April 13, 2006
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary