Current Report Filing (8-k)
04 März 2013 - 11:17PM
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): March 4, 2013 (February 27, 2013)
CardioGenics Holdings Inc.
(Exact Name of Registrant as Specified in
its Charter)
Nevada |
000-28761 |
88-0380546 |
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(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 |
3 |
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Item 9.01 Exhibits |
3 |
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SIGNATURE |
4 |
Item 3.02 – Sale of Unregistered
Equity Securities
On February 27, 2013, CardioGenics Holdings
Inc. (the “Company”) issued (a) one Series A Convertible Debenture (the “Convertible Debenture(s)”)
and (b) one warrant (the “Warrant(s)”) to each of 3 investors in consideration for a purchase price of $100,000
paid by each investor pursuant to the terms of a convertible debenture unit purchase agreement entered into between the Company
and each investor (the “Convertible Debenture Unit Purchase Agreement”), resulting in aggregate proceeds to
the Company of $300,000. Each Convertible Debenture bears interest at an annual rate of 10%, has a maturity date that is three
years following the date of the convertible debenture and is convertible by the holder at any time into common stock of the Company
at a conversion price of $0.25 per share. Each Warrant entitles the warrant holder to purchase 200,000 shares of the Company’s
common stock at an exercise price of $0.25 per share. The Warrants also have a term of three years from the date of the Warrant.
The Convertible Debentures, Warrants and their underlying shares do not have any registration rights and are subject to the rights
and restrictions of Rule 144. All of the above-referenced securities were offered and sold solely to accredited investors pursuant
to Rule 506 of Regulation D of the Securities Act of 1933 and, accordingly, were exempt from registration.
The foregoing description of the Convertible
Debenture Unit Purchase Agreements, the Convertible Debentures and the Warrants does not purport to be complete and is qualified
in its entirety by reference to the full text of such agreements, the forms of which are filed as Exhibit 10.1 and incorporated
herein by reference.
Item 9.01 Exhibits.
Index to Exhibits
| 10.1 | Form of Convertible Debenture Unit Purchase Agreement (Including Forms of Convertible Debenture and Warrant) |
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: |
/s/ Yahia Gawad |
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Name: |
Yahia Gawad |
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Title: |
Chief Executive Officer |
Dated: March 4, 2013
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