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): March 25, 2010 (March 22,
2010)
CardioGenics Holdings
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-28761
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88-0380546
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification)
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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
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Item 1.01 Entry Into Material Definitive
Agreement
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3
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Item 9.01 Exhibits
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4
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SIGNATURE
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5
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Item
1.01 – Entry Into Material Definitive Agreement
On March
23rd, 2010, CardioGenics Holdings Inc., a Nevada corporation (the “
Company
”) and all
members of the Company’s board of directors other than Dr. Yahia Gawad (the
“
Board
Member(s)
”), entered into lock-up agreements (the “
Board Lock-Up
Agreements
”) pursuant to which the Board Members agreed to lock-up, until
September, 2011, 38,759,113 shares, in the aggregate, of the Company’s common
stock (the “
Common
Shares
”) owned either directly or indirectly by the Board Members through
their “Exchangeable Shares” in the Company’s Ontario, Canada subsidiary,
CardioGenics ExchangeCo Inc. Following is a summary of the number of Common
Shares locked-up by (i) each Board Member pursuant to the Board Lock-Up
Agreements and (ii) Dr. Yahia Gawad pursuant to the lock-up agreement previously
entered into by Dr. Gawad:
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Director’s Name
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Common Shares
Beneficially Owned
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Common Shares
Subject to Lock-Up
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Expiration of
Lock-Up
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Yahia
Gawad
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181,446,523
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150,000,000
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March
15, 2014
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J.
Neil Tabatznik
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17,253,563
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17,253,563
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September
22, 2011
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Linda
J. Sterling
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15,016,173
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15,016,173
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September
22, 2011
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Alexander
D.G. Reid
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5,231,956
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5,231,956
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September
22, 2011
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Chandra
Panchal
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1,257,420
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1,257,420
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September 22, 2011
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TOTALS
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220,205,635
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188,759,112
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In
addition to the above lock-up agreements, the Company’s Chief Financial Officer,
James Essex, agreed on March 22, 2010 to lock-up 3,981,830 Common Shares
beneficially owned by Mr. Essex until September 22, 2011 and five (5) other
long-time stockholders also agreed on March 22, 2010 to lock-up 10,404,000
Common Shares, in the aggregate, beneficially owned by those stockholders until
September 22, 2011 (the “
Other Lock-Up
Agreements
”).
The Board
Lock-Up Agreements and the Other Lock-Up Agreements permit the respective
stockholders thereunder to (x) pledge the securities that are subject to their
lock-up agreements (the “
Restricted
Securities
”) as collateral to secure any loan taken by them in an arms
length loan transaction or (y) transfer all or any portion of the Restricted
Securities to an immediate family member so long as such family member agrees,
in a writing acceptable to the Company, to be bound by the terms and conditions
of the applicable lock-up agreement.
In
addition, in the event of a “Change-in-Control” of the Company during the
lock-up periods, the Board Lock-Up Agreements and the Other Lock-Up Agreements
(and the lock-up restrictions thereunder) shall terminate and become of no
further force and effect immediately upon the effectiveness of such
“Change-in-Control.” For purposes of these lock-up agreements,
“Change-in-Control” means (i) any acquisition of more than 50% of the
outstanding capital stock of the Company by any unrelated third party (“
Third Party
“); (ii)
any merger of the Company into any Third Party; or (iii) any acquisition of
substantially all of the assets of the Company by any Third
Party.
The
foregoing description of the Board Lock-Up Agreements and the Other Lock-Up
Agreements does not purport to be complete and is qualified in its entirety by
reference to the full text of the lock-up agreements that were executed by the
respective Board Members, executives and stockholders, the forms of which are
filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by
reference.
A press
release issued by the Company in connection with the lock-up agreements is also
included as Exhibit 99.1 hereto.
Item
9.01 Exhibits.
Index
to Exhibits
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10.1
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Form
of Lock-Up Agreements entered into by certain members of the Board of
Directors of CardioGenics Holdings Inc. and certain other stockholders
with respect to their “Exchangeable
Shares.“
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10.2
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Form
of Lock-Up Agreement entered into by a member of the Board of Directors of
CardioGenics Holdings Inc. and certain other stockholders with respect to
their shares of the Company’s common
stock.
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99.1
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Press
Release dated March 25, 2010.
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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.
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CARDIOGENICS
HOLDINGS INC.
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By:
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/s/ Yahia Gawad
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Name:
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Yahia
Gawad
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Title:
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Chief
Executive Officer
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Dated:
March 25, 2010