8-K/A 1 t12493_8ka.htm FORM 8-K/A Form 8-K/A
 
UNITED STATES
SECURITIESANDEXCHANGECOMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)
December 06, 2006


NANO-PROPRIETARY, INC.
(Exact name of registrant as specified in its charter)


TEXAS
1-11602
76-0273345
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


3006 Longhorn Boulevard, Suite 107, Austin, Texas
78758
(Address of principal executive offices)
(Zip Code)


(512) 339 - 5020
Registrant’s telephone number, including area code


 
(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):

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))






Item 3.02  Unregistered Sales of Equity Securities.

From November 2, 2006 through December 11, 2006, in a series of private placements only to accredited investors under Rule 506 of Regulation D of the Securities Act of 1933, we issued a total of 2,303,597 shares of our common stock in exchange for $2,393,000. There were no material expenses associated with this offering.


Item 9.01  Financial Statements and Exhibits.

(a)  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.



 
Nano-Proprietary, Inc.
   
 
By:   /s/ Douglas P. Baker                                    
Date: December 14, 2006
Douglas P. Baker
Chief Financial Officer