- Amended Annual Report (10-K/A)
20 April 2012 - 10:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-K/A
Amendment No. 3
_________________________
_________________________
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Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended October 31, 2011
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OR
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from __________ to __________.
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Commission file number: 000-28761
CARDIOGENICS
HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
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88-0380546
(I.R.S. Employer
Identification Number)
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6295 Northam Drive, Unit 8, Mississauga,
Ontario L4V 1W8
(Address of principal executive offices) (Zip code)
(905) 673-8501
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act:
Common Stock—$0.00001 par value
Series 2 Class B Common Stock—$0.00001
par value
Series 3 Class B Common Stock—$0.00001
par value
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated
filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes
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No
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The aggregate market value of the registrant’s
voting and non-voting common stock held by non-affiliates on January 11, 2012 (based on the closing stock price on the OTC Bulletin
Board) on such date was approximately $9,371,179.
As of January 11, 2012 the Registrant had
the following number of shares of its capital stock outstanding: 31,237,262 shares of Common Stock and 1 share of Series 1 Preferred
Voting Stock, par value $0.0001, representing 14 exchangeable shares of the Registrant’s subsidiary, CardioGenics ExchangeCo
Inc., which are exchangeable into 24,388,908 shares of the Registrant’s Common Stock.
EXPLANATORY NOTE
The sole purpose of this amendment to CardioGenics
Holdings Inc.’s annual report on Form 10-K for the period ended October 31, 2011, initially filed with the Securities Exchange
Commission on January 30, 2012 and amended by the filing of amendments to the Form 10-K on February 1, 2012 and April 16, 2012
(“Amendment No. 2”), is to furnish updated interactive data files for the Company’s restated financial statements
contained in Amendment No. 2, as set forth in Exhibit 101 in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the
Form 10-K. This amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred
subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.
ITEM 6. EXHIBITS
(a) Exhibits
See the Exhibit Index following the signature page to this Form
10-K/A.
SIGNATURES
In accordance with the requirements of the
Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CARDIOGENICS HOLDINGS INC.
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Date: April 20, 2012
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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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Date: April 20, 2012
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By:
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/s/ James Essex
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Name: James Essex
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Title: Chief Financial Officer
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EXHIBIT INDEX
*31.1
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Section 302 Certification of Chief Executive Officer
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*31.2
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Section 302 Certification of Chief Financial Officer
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*32.1
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Section 906 Certification of Chief Executive Officer and Chief Financial Officer
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†
101
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The following materials from CardioGenics Holdings Inc.’s Form 10-K for the year ended October 31, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Equity (Deficiency), (iv) Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Consolidated Financial Statements (unaudited). Furnished herewith.
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________________
* Filed or furnished with the initial filing of this Form 10-K
filed on January 30, 2012.
† Pursuant to Rule
406T of Regulation S-T, the interactive data files included in Exhibit 101 are deemed not filed or part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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