Current Report Filing (8-k)
04 October 2013 - 6:14AM
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): October 3, 2013
CardioGenics
Holdings Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-28761 |
|
88-0380546 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File Number) |
|
Identification
No.) |
6295
Northam Drive, Unit 8, Mississauga, Ontario, L4V 1W8
(Address
of principal executive offices and 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:
[ ] | | 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
1.01 Entry into a Material Definitive Agreement.
Investment
Agreement
On
September 27, 2013, CardioGenics Holdings Inc. (the “Company”) entered into an investment agreement (the
“Investment Agreement”) with Dutchess Opportunity Fund, II, LP (the
“Investor”), whereby the Company may sell, and the Investor is obligated to purchase, up to $5 million (the
“Put Offering”) of the Company’s common, par value $0.00001 per share (the “Common Stock”). The
purchase price of any shares of Common Stock sold pursuant to the Put Offering shall be determined by the lowest daily volume
weighted average price during the applicable pricing period. Any shares of Common Stock sold in the Put Offering will be sold
pursuant to a registration statement to be filed by the Company pursuant to the terms of a registration rights agreement (as
defined below). Any shares of Common Stock sold pursuant to the Put Offering will be sold directly to the Investor without a
placement agent, underwriter, broker or dealer.
Registration
Rights Agreement
On
September 27, 2013, the Company entered into a registration rights agreement (the “Rights Agreement”) with the Investor, whereby the Company has agreed to file a registration statement (the “Registration Statement”)
pursuant to the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Act”)with
the U.S. Securities & Exchange Commission (the “SEC”) within thirty (30) days after September 27, 2013. The Registration
Statement shall register 30,000,000 shares of Common Stock with the SEC. Pursuant to Rule 416(a) under the Act, the Registration
Statement shall also cover any additional shares to be issued upon a stock-split, stock dividend or any similar transaction.
The
Investment Agreement contains customary representations and warranties and indemnification provisions, and the Rights
Agreement contains customary covenants and indemnification provisions. The Investment Agreement also contains customary
closing conditions with respect to any shares of Common Stock sold pursuant to the Put Offering.
The
Investment Agreement and Rights Agreement have been included to provide investors and security holders with information regarding
their respective terms, and not intended to provide any other factual information about the Company. The representations, warranties
and covenants contained in the each of the Investment Agreement and Rights Agreement, as applicable, were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of
allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject
to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
The
foregoing descriptions of each of the Investment Agreement and Rights Agreement are qualified in their entirety by reference
to the full text of the Investment Agreement and Rights Agreement, each of which is attached as Exhibit 10.1 and Exhibit
10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
ITEM
9.01 | | Financial Statements and
Exhibits. |
Exhibit |
|
|
Number |
|
Description |
10.1 |
|
Investment
Agreement, dated as of September 27, 2013, by and between CardioGenics Holdings Inc. and Dutchess Opportunity Fund, II,
LP. |
10.2 |
|
Registration
Rights Agreement, dated as of September 27, 2013, by and between CardioGenics Holdings Inc. and Dutchess Opportunity Fund,
II, LP. |
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.
|
CARDIOGENICS
HOLDINGS INC. |
|
|
Dated:
October 3, 2013 |
/s/
Yahia Gawad |
|
Yahia
Gawad |
|
Chief
Executive Officer |
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