Current Report Filing (8-k)
June 03 2013 - 9:27AM
Edgar (US Regulatory)
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): June 3, 2013 (May 31, 2013)
CardioGenics Holdings Inc.
(Exact Name of Registrant as Specified in
its Charter)
Nevada |
000-28761 |
88-0380546 |
|
|
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification) |
6295 Northam Drive, Unit 8, Mississauga,
Ontario, L4V 1W8
(Address of Principal Executive Offices)(Zip
Code)
Registrant’s telephone number, including
area code: 905.673.8501
(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 Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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))
TABLE OF CONTENTS
Item 3.02 Unregistered Sale of Equity Securities |
3 |
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Item 9.01 Exhibits |
3 |
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SIGNATURE |
4 |
Item 3.02 – Sale of Unregistered
Equity Securities
On May 31, 2013 and June 3, 2013,
CardioGenics Holdings Inc. (the “Company”) issued a total of (a) four (4) Series B Convertible Debentures
(the “Convertible Debentures”) and (b) four (4) warrants (the “Warrants”), dated as of
May 31, 2013 and June 3, 2013, to four accredited investors (three of whom are directors and/or officers of the Company) in consideration
for an aggregate purchase price of $655,000 paid by the investors pursuant to the terms of convertible debenture
unit purchase agreements entered into between the Company and the investors (the “Convertible Debenture
Unit Purchase Agreements”). The Convertible Debentures bear interest at an annual rate of 10%, have maturity
dates that are three years following the date of the convertible debenture and are convertible by the holders at any time
into common stock of the Company at a conversion price of $0.25 per share. The Warrants entitle the warrant holders to
purchase shares of the Company’s common stock at an exercise price of $0.15 per share. The Warrants also have terms of
three years from the date of the Warrant. The Convertible Debentures, the Warrants and their underlying shares do not have
any registration rights and are subject to the rights and restrictions of Rule 144. All of the above-referenced securities
were offered and sold solely to accredited investors pursuant to Rule 506 of Regulation D of the Securities Act of 1933 and,
accordingly, were exempt from registration.
In connection with the Convertible
Debentures, the Company also entered into Interest Escrow Account Agreements with each investor (the
“Interest Escrow Account Agreements”), pursuant to which the Company agreed to establish and fund an
escrow account through which the first 12 months’ of accrued interest under the Convertible Debentures would be
paid.
The foregoing description of the Convertible
Debenture Unit Purchase Agreements, the Convertible Debentures, the Warrants and the Interest Escrow Account Agreements does not purport
to be complete and is qualified in its entirety by reference to the full text of such agreements, the forms of which are filed
as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01 Exhibits.
Index to Exhibits
| 10.1 | Form of Convertible Debenture Unit Purchase Agreement (Including Forms of Convertible Debenture and Warrant) |
| 10.2 | Form of Interest Escrow Account Agreement |
SIGNATURE
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.
CARDIOGENICS HOLDINGS INC. |
|
|
By: |
/s/ Yahia Gawad |
|
Name: |
Yahia Gawad |
|
Title: |
Chief Executive Officer |
Dated: June 3, 2013
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