- Current report filing (8-K)
30 Oktober 2008 - 10:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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 24,
2008
AVAX
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29222
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13-3575874
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2000
Hamilton Street
Suite
204
Philadelphia,
PA 10130
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (215) 241-9760
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
October 24, 2008, AVAX Technologies, Inc. (the “Company”) closed a bridge
financing (the “Bridge Financing”) pursuant to a Convertible Note and Warrant
Purchase Agreement, as amended by the Amendment to Convertible Note and Warrant
Purchase Agreement, each entered into and dated as of October 24, 2008
(collectively the “Agreement”), with certain insiders and accredited
investors (the “Purchasers”). Pursuant to the Agreement, the Company sold
convertible promissory notes (the “Notes”) to the Purchasers in the aggregate
principal amount of $1,291,000 and issued warrants (the “Warrants”) to the
Purchasers to purchase an aggregate of 12,910,000 shares of the Company’s common
stock, par value $0.004 per share (the “Common Stock”). The Agreement provides
for the sale by the Company of Notes of up to $1,500,000 and Warrants to
purchase up to 15,000,000 shares of Common Stock. The Notes and the Warrants
were sold without registration under the Securities Act of 1933, as amended
(the
“Act”) and may not be resold unless subsequently registered under the Act
or pursuant to an exemption from registration under the Act.
The
Notes
accrue interest at a rate of 6% per annum and mature on December 31, 2008 (the
“Maturity Date”). The Notes are subject to automatic mandatory conversion prior
to the Maturity Date upon the closing of a future offering of securities as
specified in the Agreement (the “Offering”). At the election of the holder, the
Notes convert into either (i) one share of Common Stock of the Company for
each
$0.09 of unpaid principal and interest on the Notes, or (ii) that number of
securities issued by the Company in the Offering equal to the quotient obtained
by dividing the principal and accrued interest owed under the Note by the lesser
of (a) $0.09 or (b) 90% of the price at which the securities are issued in
the
Offering and otherwise on the same terms and conditions and with the same rights
and preferences as the securities issued in the Offering. The Notes are also
subject to voluntary conversion at any time at a rate of one share of Common
Stock for each $0.09 of unpaid principal and interest on the Notes.
Each
of
the Warrants has a five year term and is exercisable for $0.10 per share of
Common Stock.
Pursuant
to the Agreement, the Purchasers were granted registration rights for the Common
Stock or other securities of the Company issuable upon conversion of the Notes
and Warrants (the “Registrable Securities”). The Purchasers have “piggyback”
registration rights for their Registrable Securities which requires the Company
to include the Registrable Securities in any registration statement of the
Company in connection with the securities sold by the Company in the Offering.
Additionally, if the Company does not file a registration statement with the
Securities and Exchange Commission (“SEC”) in which the Purchasers can exercise
their “piggyback” registration rights by January 1, 2009 or if the Offering has
been completed by such date but does not obligate the Company to register the
securities issued thereby with the SEC, Purchasers holding at least one-third
of
Registrable Securities have certain “demand” registration rights with respect to
their Registrable Securities. Such registration rights allows the Purchasers
to
demand that the Company (i) use all reasonable efforts to conduct an offering
of
the Registrable Securities in which such Registrable Securities are sold to
an
underwriter for reoffering to the public, and (ii) upon written request prepare
and file a Registration Statement on Form S-3 covering the resale of all
Registrable Securities.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information with respect to the Notes contained in Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information with respect to the Notes and Warrants contained in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference. Such
securities were issued pursuant to Section 4(2) of the Act, and Rule 506 of
Regulation D promulgated under the Act. The Notes and the Warrants were sold
without registration under the Act and may not be resold unless subsequently
registered under the Act or pursuant to an exemption from registration under
the
Act.
Item
8.01 Other Events.
On
October 30, 2008, the Company issued a press release announcing the completion
of the Bridge Financing. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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Number
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Description
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99.1
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Press
Release, dated October 30, 2008.
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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 thereunto
duly authorized.
Date:
October 30, 2008
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AVAX
TECHNOLOGIES, INC.
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By:
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/s/
Francois R. Martelet, M.D.
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Name:
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Francois
R. Martelet, M.D.
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Title:
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President
and Chief Executive Officer
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AVAX Technologies (CE) (USOTC:AVXT)
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