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
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Securities registered pursuant
to Section 12(g) of the Act:
Common Stock—$0.00001 par value
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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
þ
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
þ
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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.
¨
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
þ
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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 22, 2013 (based on the closing stock price on the OTC Bulletin
Board) on such date was approximately $6,044,844.
As of January 12, 2013 the Registrant had
the following number of shares of its capital stock outstanding: 32,499,239 shares of Common Stock and 1 share of Series 1 Preferred
Voting Stock, par value $0.0001, representing 13 exchangeable shares of the Registrant’s subsidiary, CardioGenics ExchangeCo
Inc., which are exchangeable into 24,176,927 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, 2012, initially filed with the Securities Exchange
Commission on January 29, 2013 (“Form 10-K”), is to furnish interactive data files for the Company’s financial
statements contained in the Form 10-K, 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: March 25, 2013
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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: March 25, 2013
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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
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*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, 2012, 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 and (v) Notes to Consolidated Financial Statements. Furnished herewith.
________________
* Filed or furnished with the initial filing of this Form 10-K
filed on January 29, 2013.
† 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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