- Current report filing (8-K)
04 November 2010 - 4:12PM
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): November 4, 2010 (November 3,
2010)
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
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3
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Item 9.01
Exhibits
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3
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4
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Item
3.02 – Sale of Unregistered Equity Securities
On
November 3, 2010, CardioGenics Holdings Inc. (the “Company”) sold 3,861,150
shares of its common stock (the “
Private Placement
Shares
”) to 13 investors (the “Investor(s)”) in exchange for $1,930,575,
or $0.50 per share, pursuant to subscription agreements entered into between the
Company and each Investor (the “
Subscription
Agreements
”). The Private Placement Shares do not have any
registration rights and are subject to the rights and restrictions of Rule 144.
Further, no warrants were issued in connection with the private placement. All
of the securities issuances referenced above were exempt from registration under
Section 4 (2) of the Securities Act of 1933, as issuances not involving a public
offering.
The
foregoing description of the Subscription Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreements, the form of which is filed as Exhibits 10.1 and incorporated herein
by reference. A press release regarding the private placement is also filed as
Exhibit 99.1 hereto.
Item
9.01 Exhibits.
Index
to Exhibits
|
10.1
|
Form
of Subscription Agreements
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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:
Yahia Gawad
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Title:
Chief Executive Officer
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Dated:
November 4, 2010
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