UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended July 31, 2013.

 

[  ]   Transition report under Section 13 or 15(d) of the Exchange Act

 

For the transition period from                  to                  .

 

Commission file number: 000-28761

   

CARDIOGENICS HOLDINGS INC.

(Exact name of registrant as specified in its Charter)

 

Nevada   88-0380546
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

6295 Northam Drive, Unit 8

Mississauga, Ontario L4V 1WB

(Address of Principal Executive Offices)

 

(905) 673-8501

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer and “smaller reporting company” in Rule 12b-2 or the Exchange Act. (Check one):

 

Large Accelerated filer [  ] Accelerated Filer [  ]
       
Non-Accelerated Filer [  ] Smaller Reporting Company [X]

(Do not check if a smaller reporting company)

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

 

Yes [  ] No [X]

 

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 [X] No [  ]

 

As of September 16, 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.

 

 

 

 
 

 

CARDIOGENICS HOLDINGS INC.

FORM 10-Q

For the Quarter Ended July 31, 2013

INDEX

 

    Page

Part I. Financial Information

  F-1
     
Item 1: Financial Statements (Unaudited)   F-1
     

Condensed Consolidated Balance Sheets at July 31, 2013(Unaudited) and October 31, 2012

  F-1
     
Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months ended July 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013   F-2
     
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Nine Months Ended July 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013   F-3
     
Condensed Consolidated Statement of Changes in Deficiency (Unaudited) for the Nine Months ended July 31, 2013   F-4
     
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months ended July 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013   F-5
     
Notes to Condensed Consolidated Financial Statements (Unaudited)   F-6
     
Item 2: Management’s Discussion and Analysis of Financial Conditions and Operations   3
     
Item 3: Quantitative and Qualitative Disclosures About Market Risk   6
     
Item 4: Controls and Procedures   6

 

Part II. Other Information   8
     
Item 1: Legal Proceedings   8
     
Item 1A: Risk Factors   8
     
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds   8
     
Item3: Defaults Upon Senior Securities   8
     
Item 4: Mine Safety Disclosures   8
     

Item 5: Other Information

  8
     
Item 6: Exhibits   8
     
Signatures   9
     
EX-31.1: CERTIFICATION    
EX-31.2: CERTIFICATION    
EX-32.1: CERTIFICATION    

 

2
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

 

    July 31, 2013     October 31, 2012  
    (Unaudited)       (Note 2)  
Assets                
Current Assets                
Cash and Cash Equivalents   $ 357,602     $ 27,009  
Accounts Receivable     250       437  
Deposits and Prepaid Expenses     50,011       51,422  
Refundable Taxes Receivable     4,788       45,207  
Government Grants and Investment Tax Credits Receivable     58,411       80,080  
      471,062       204,155  
Long-Term Assets                
Property and Equipment, net     57,640       67,827  
Patents, net     124,043       110,031  
      181,683       177,858  
Total Assets   $ 652,745     $ 382,013  
                 
Liabilities and Deficiency                
                 
Current Liabilities                
Accounts Payable and Accrued Expenses   $ 757,238     $ 786,135  
Funds Held in Trust for Redemption of Class B Common Shares     4       4  
Due to Shareholders           100,000  
                 
Current Portion of Capital Lease Obligation           2,627  
Notes Payable, net of debt discount     45,685        
Derivative Liability on Notes Payable     92,750        
      895,677       888,766  
Long-Term Liabilities                
Debentures Payable     248,476        
      248,476        
Total Liabilities     1,144,153       888,766  
                 
Commitments and Contingencies                
                 
Deficiency                
Preferred stock; par value $.0001 per share, 50,000,000 shares authorized, none issued            
Common stock; par value $.00001 per share; 150,000,000 shares authorized, 32,499,239 common shares and 24,176,927 exchangeable shares issued and outstanding as of July 31, 2013 and October 31, 2012     543       543  
                 
Additional paid-in capital     42,783,154       42,036,498  
                 
Deficit accumulated during development stage     (42,796,317 )     (42,039,223 )
                 
Accumulated other comprehensive loss     (136,329 )     (166,637 )
                 
Total deficiency attributable to CardioGenics Holdings Inc.     (148,949 )     (168,819 )
Non-controlling interest     (342,459 )     (337,934 )
Total deficiency     (491,408 )     (506,753 )
Total liabilities and deficiency   $ 652,745     $ 382,013  

 

See notes to condensed consolidated financial statements.

 

F- 1
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations (unaudited)

For the Three and Nine Months Ended July 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013

 

                            Cumulative from  
    For the three months Ended     For the nine months Ended     November 20, 1997  
    July 31,     July 31,     (Date of Inception)  
    2013     2012     2013     2012     to July 31, 2013  
                               
Revenue   $     $     $     $ 1,136     $ 10,173  
                                         
Operating Expenses                                        
Depreciation and Amortization of Property and Equipment     3,374       4,541       10,341       13,635       230,085  
Amortization of Patent Application Costs     1,660       1,215       5,089       3,775       24,382  
Write-off of Patent Application Costs                             239,530  
General and Administrative     138,530       154,869       344,177       516,357       8,761,208  
Write-off of Goodwill                             12,780,214  
Research and Product Development, Net of Investment Tax Credits     90,060       73,715       288,546       422,453       4,438,879  
Cost of Settlement of Lawsuit                             1,753,800  
Total operating expenses     233,624       234,340       648,153       956,220       28,228,098  
Operating Loss     (233,624 )     (234,340 )     (648,153 )     (955,084 )     (28,217,925 )
                                         
Other Expenses (Income)                                        
Interest Expense and Bank Charges (Net)     95,897       5,402       132,613       14,887       2,290,921  
Loss (Gain) on Change in Fair Value of Derivative Liability     3,531             (7,250 )           12,413,773  
Loss (Gain) on Foreign Exchange Transactions     (15,820 )     (915 )     (11,897 )     (20,041 )     178,446  
                                         
Total other expenses (income)     83,608       4,487       113,466       (5,154 )     14,883,140  
                                         
Loss from Continuing Operations     (317,232 )     (238,827 )     (761,619 )     (949,930 )     (43,101,065 )
                                         
Discontinued Operations                                        
Gain on Sale of Subsidiary                             90,051  
Loss from Discontinued Operations                             (127,762 )
Net Loss     (317,232 )     (238,827 )     (761,619 )     (949,930 )     (43,138,776 )
Net Loss attributable to non-controlling interest     (1,804 )     (1,393 )     (4,525 )     (5,824 )     (342,459 )
Net Loss attributable to CardioGenics Holdings Inc.   $ (315,428 )   $ (237,434 )   $ (757,094 )   $ (944,106 )   $ (42,796,317 )
                                         
Basic and Fully Diluted Net Loss per Common Share attributable to CardioGenics Holdings Inc. Shareholders   $ (0.01 )   $ (0.00 )   $ (0.01 )   $ (0.02 )        
Weighted-average shares of Common Stock outstanding     56,676,166       55,626,166       56,676,166       55,626,166          

 

See notes to condensed consolidated financial statements.

 

F- 2
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

For the Three and Nine Months Ended July 31, 2013 and 2012 and Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013

 

                                    Cumulative from  
    Three Months Ended     Nine Months Ended     November 30, 1997  
    July 31,     July 31,     (Date of Inception)  
    2013     2012     2013     2012     To July 31, 2013  
                                         
Net Loss   $ (317,232 )     $ (238,827 )     $ (761,619 )     $ (949,930 )     $ (43,138,776 )  
Net Loss attributable to non-controlling interest     (1,804 )     (1,393 )     (4,525 )     (5,824 )     (342,459 )
                                         
Net Loss attributable to CardioGenics Holdings, Inc.   (315,428 )   (237,434 )   (757,094 )   (944,106 )   (42,796,317 )
Other comprehensive income (loss), currency translation adjustments     20,798       1,265       30,308       13,916       (136,329 )
                                         
Comprehensive loss   $ (294,630 )   $ (236,169 )   $ (726,786 )   $ (930,190 )   $ (42,932,646 )

 

See notes to condensed consolidated financial statements.

 

F- 3
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Changes in Deficiency (unaudited)

For The Nine Months Ended July 31, 2013 and Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013

 

                      Deficit                    
                      Accumulated                    
                      during     Accumulated              
                Additional     the     Other            
    Common Stock     Paid-in     Development     Comprehensive     Noncontrolling     Total  
    Shares     Amount     Capital     Stage     (Loss)     Interest     Deficiency  
Balance November 1, 2012     56,676,166     $ 543     $ 42,036,498     $ (42,039,223 )   $ (166,637 )   $ (337,934 )   $ (506,753 )
Value of warrants and beneficial conversion feature associated with debentures issued in the period                     746,656                               746,656  
Net loss attributable to non-controlling interest                                             (4,525 )     (4,525 )
Comprehensive income, currency translation adjustments                                     30,308               30,308  
Net loss attributable to CardioGenics Holdings, Inc.                             (757,094 )                     (757,094 )
Balance at July 30, 2013     56,676,166     $ 543     $ 42,783,154     $ (42,796,317 )   $ (136,329 )   $ (342,459 )   $ (491,408 )

 

See notes to condensed consolidated financial statements.

 

F- 4
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended July 31, 2013 and 2012 and

Cumulative from November 20, 1997 (Date of Inception) to July 31, 2013

 

                Cumulative from  
    Nine Months Ended     November 20, 1997  
    July 31,     (Date of Inception)  
    2013     2012     To July 31, 2013  
Cash flows from operating activities                        
Consolidated Net Loss   $ (761,619 )   $ (949,930 )   $ (43,138,776 )
Adjustments to reconcile consolidated net loss for the period to net cash used in operating activities                        
Depreciation and Amortization of Property and Equipment     10,341       13,635       230,085  
Amortization of Patent Application Costs     5,089       3,775       24,382  
Write-off of Patent Application Costs                 239,530  
Amortization of Deferred Consulting Contract Costs                 163,750  
Write-off of Goodwill                 12,780,214  
Amortization of Deferred Debt Issuance Costs                 511,035  
Loss on Extinguishment of Debt                 275,676  
Loss (Gain) on Change in Value of Derivative Liability     (7,250 )           12,413,773  
Amortization of Discount on Notes Payable     45,685             45,685  
Amortization of Discount on Debentures Payable     49,532             49,532  
Interest Accrued and Foreign Exchange Loss on Debt                 922,539  
Unrealized Foreign Currency Exchange Gains                 25,094  
Beneficial Conversion Charge included in                        
Interest Expense                 452,109  
Common Stock and Warrants issued on Settlement Of Lawsuit                 1,653,800  
Common Stock Issued as Employee or Officer/Director Compensation                 2,508,282  
Common Stock Issued for Services Rendered                 2,726,262  
Stock Options Issued for Services Rendered                 192,238  
Stock Options Issued to Directors and Committee Chairman                 54,582  
Changes in Operating Assets and Liabilities, Net of Acquisition                        
Accounts Receivable     187       8,746       (250 )
Deposits and Prepaid Expenses     1,411       319       (49,222 )
Refundable Taxes Receivable     40,419       (1,043 )     (3,924 )
Government Grants and Investment Tax Credits Receivable     21,669       31,320       (38,349 )
Accounts Payable and Accrued Expenses     (28,897 )     49,370       (10,674 )
Advances                 131  
Cash used in operating activities     (623,433 )     (843,808 )     (7,972,496 )
                         
Cash flows from investing activities                        
Cash Acquired from Acquisition                 195,885  
Purchase of Property and Equipment     (154 )     (3,893 )     (223,644 )
Patent Application Costs     (8,923 )     (4,329 )     (327,697 )
Cash used in investing activities     (9,077 )     (8,222 )     (355,456 )
                         
Cash flows from financing activities                        
Due to Shareholders     (100,000 )     262,500        
Proceeds from Notes Payable     100,000             100,000  
(Repayment) of Capital Lease Obligations     (2,627 )     (20,851 )     (43,917 )
Due to Director                 725,330  
Issue of Debentures                 1,378,305  
Issue of Common Shares on Exercise of Stock options                 2,781  
Issue of Common Shares on Exercise of Warrants                 45,652  
Issue of Common Shares for Cash                 5,886,669  
Refund of Share Subscription                 (15,000 )
Issue of 10% Senior Convertible Debentures     945,600             550,628  
Cash provided by financing activities     942,973       241,649       8,630,448  
                         
Effect of foreign exchange on cash and cash equivalents   20,130     13,911     55,106  
Cash and cash equivalents                        
Increase (decrease) in cash and cash equivalents during the period     330,593       (596,470 )     357,602  
Beginning of Period     27,009       669,202        
End of Period   $ 357,602     $ 72,732     $ 357,602  

 

See notes to condensed consolidated financial statements.

 

F- 5
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

1. Nature of Business

 

CardioGenics Inc. (“CardioGenics”) was incorporated on November 20, 1997 in the Province of Ontario, Canada, and carries on the business of development and commercialization of diagnostic test products to the In Vitro Diagnostics testing market. CardioGenics has several test products that are in various stages of development.

 

CardioGenics’ business is that of a development-stage company, with a limited history of operations and whose revenues, to date, have been primarily comprised of grant revenue and Scientific Research Tax Credits from government agencies. There can be no assurance that the Company will be successful in obtaining regulatory approval for the marketing of any of the existing or future products that the Company will succeed in developing.

 

On October 27, 2009, the name of the Company was changed from JAG Media Holdings, Inc. to CardioGenics Holdings, Inc.

 

2. Basis of Presentation

 

In the opinion of management, the unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the condensed interim consolidated financial position of CardioGenics Holdings Inc. and its Subsidiaries under generally accepted accounting principles in the United States (“U.S. GAAP”) as of July 31, 2013, their results of operations for the three and nine months ended July 31, 2013 and 2012, and the period from November 20, 1997 (date of inception) to July 31, 2013, changes in comprehensive loss for the three and nine months ended July 31, 2013 and 2012, and the period from November 20, 1997 (date of inception) to July 31, 2013, changes in deficiency for the nine months ended July 31, 2013 and cash flows for the nine months ended July 31, 2013 and 2012, and the period from November 20, 1997 (date of inception) to July 31, 2013. CardioGenics Holdings Inc. and its Subsidiaries are referred to together herein as the “Company”. Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these consolidated financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements, notes to consolidated financial statements and the other information in the audited consolidated financial statements of the Company as of October 31, 2012 and 2011 (the “Audited Financial Statements”) included in the Company’s Form 10-K that was previously filed with the SEC on January 29, 2013 and from which the October 31, 2012 consolidated balance sheet was derived.

 

The results of the Company’s operations for the nine months ended July 31, 2013 are not necessarily indicative of the results of operations to be expected for the full year ending October 31, 2013.

 

The accompanying condensed interim consolidated financial statements have been prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

 

The Company has incurred operating losses and has experienced negative cash flows from operations since inception. The Company has an accumulated deficit at July 31, 2013 of approximately $42.8 million. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company has funded its activities to date almost exclusively from debt and equity financings. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

F- 6
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

The Company will continue to require substantial funds to continue research and development, including preclinical studies and clinical trials of its products, and to commence sales and marketing efforts, if the FDA and other regulatory approvals are obtained. In order to meet its operating cash flow requirements Management’s plans include financing activities such as private placements of its common stock and issuances of convertible debt instruments. Management is also actively pursuing industry collaboration activities including product licensing and specific project financing.

 

While the Company believes it will be successful in obtaining the necessary financing to fund its operations, meet revenue projections and manage costs, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence.

 

3. Summary of Significant Accounting Policies .

 

Recent Accounting Pronouncements

 

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of financial statements to understand the effect of those arrangements on its financial position, and to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under International Financial Reporting Standards (IFRS). The new standards are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. The Company will implement the provisions of ASU 2011-11 as of November 1, 2013.

 

In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance requiring disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income (loss) by the respective line items of net income (loss) but only if the amount reclassified is required to be reclassified to net income (loss) in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income (loss), an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This guidance is effective prospectively for the Company for annual and interim periods beginning January 1, 2013. The Company believes that the impact of this standard has not had a material impact on its condensed interim consolidated financial statements.

 

Derivative Instruments

 

The Company’s derivative liabilities are related to embedded conversion features of the Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with Accounting Standards Codification (“ASC”) 815. Derivative instrument liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the condensed consolidated balance sheet date.

 

F- 7
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

Beneficial Conversion Charge

 

The intrinsic value of beneficial conversion features arising from the issuance of convertible debentures with conversion rights that are in-the-money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the debentures. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the debentures to any detachable instruments, such as warrants, included in the sale or exchange based on relative fair values.

 

4. Income Taxes

 

Based on the Company’s evaluation, management has concluded that there are no significant tax positions requiring recognition in the condensed interim consolidated financial statements.

 

The Company has incurred losses in Canada since inception, which have generated net operating loss carryforwards for income tax purposes. The net operating loss carryforwards arising from Canadian sources as of July 31, 2013, approximated $6,816,000 (2012 - $6,362,000) which will expire from 2014 through 2032. All fiscal years as originally filed have been assessed. Claims relating to research and development credits are open for review for the fiscal years ended October 2012, 2011, 2010, 2009, 2008 and 2007 and July 2009.

 

As of July 31, 2013, the Company had net operating loss carryforwards from US sources of approximately $40,809,000 (2012 - $40,647,000) available to reduce future Federal taxable income which will expire from 2019 through 2032. Returns for the years 2008 through 2012 are yet to be filed.

 

For the nine months ended July 31, 2013 and 2012, the Company’s effective tax rate differs from the statutory rate principally due to the net operating losses for which no benefit was recorded.

 

5. Due to Shareholders

 

During the three months ended January 31, 2013 two shareholder/directors advanced $200,000 to the Company. On February 27, 2013, those advances together with $100,000 advanced by a shareholder to the Company prior to October 31, 2012 were exchanged on a dollar for dollar basis for Series A Convertible Debenture Units (the “Units”). Each unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 2 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.25 per share at any time up to three years.

 

During the three months ended July 31, 2013, the Company received from officer/directors $155,000 from officer/directors for the subscription of 155,000 of the Company’s Series B Convertible Debentures. Each unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 1.5 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.25 per share at any time up to three years.

 

6. Notes Payable

 

On November 19, 2012, the Company entered into an agreement (“Line”) with JMJ Financial (“Lender”) whereby the Company may borrow up to $350,000 from the Lender in increments of $50,000. The Line is subject to an original issue discount of $50,000. Advances under the Line (“Notes”) have a maturity date of one year from the date of the advance. If the advance is repaid within three months, the advance is interest free. If not repaid within three months, the advance may not be repaid before maturity and carries interest at 5%. The Lender has the right at any time to convert all or part of the outstanding principal and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company at a price equal to the lesser of $0.23 and 60% of the lowest trade price in the 25 trading days previous to the conversion. Unless agreed in writing by the parties, at no time will the Lender convert any amount owing under the Line into common stock that would result in the Lender owing more than 4.99% of the common stock outstanding.

 

F- 8
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

A summary of the Notes at July 31, 2013 is as follows:

 

    July 31, 2013     October 31, 2012  
Convertible Note Payable, interest at 5% per annum to maturity at November 19, 2013   $ 50,000     $ -  
Convertible Note Payable, interest at 5% per annum to maturity at March 27, 2014     25,000       -  
Convertible Note Payable, interest at 5% per annum to maturity at June 28, 2014     25,000       -  
Debt Discount – value attributable to conversion feature attached to notes, net of accumulated amortization of $45,685     (54,315 )     -  
Total     45,685       -  
Less: Current portion     45,685       -  
Total Long-term portion   $ -     $ -  

 

As described in further detail in Note 7, “Derivative Liabilities”, the Company determines the fair value of the embedded derivatives and records them as a discount to the Notes and as a derivative liability. Upon conversion of the Notes to Common Stock, any remaining unamortized discount is charged to financing expense.

 

7. Derivative Liability

 

Convertible notes - embedded conversion features:

 

The Notes meet the definition of a hybrid instrument, as defined in ASC 815. The hybrid instrument is comprised of a i) a debt instrument, as the host contract and ii) an option to convert the debentures into common stock of the Company, as an embedded derivative. The embedded derivatives derive their value based on the underlying fair value of the Company’s common stock. The embedded derivatives are not clearly and closely related to the underlying host debt instrument since the economic characteristics and risk associated with these derivatives are based on the common stock fair value.

 

The Company determines the fair value of the embedded derivatives and records them as a discount to the Notes and a derivative liability. Accordingly, changes in the fair value of the embedded derivative are immediately recognized in earnings and classified as a gain or loss on the embedded derivative financial instrument in the accompanying condensed consolidated statements of operations. The change in fair value for the nine months ended July 31, 2013 was $7,250.

 

The Company estimated the fair value of the embedded derivatives using a Black Scholes model with the following assumptions: conversion price of $0.12 per share according to the agreements; risk free interest rate of .11%; expected life of 1 year; expected dividend of zero; a volatility factor of 166% as of July 31, 2013. The expected lives of the instruments are equal to the contractual term of the conversion option. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free interest rate represents the U.S. Treasury constant maturities rate for the expected life of the related conversion option. The dividend yield represents anticipated cash dividends to be paid over the expected life of the conversion option.

 

F- 9
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

8. Fair Value Measurements

 

As defined by the ASC, fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below:

 

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals.

 

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions, as there is little, if any, related market activity.

 

The following table summarizes the financial liabilities measured at fair value on a recurring basis as of July 31, 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

    Quoted Prices in                   Total decrease  
    Active Markets for   Significant Other   Significant           in Fair Value  
Balance Sheet   Identical Assets or   Observable Inputs   Unobservable     July 31, 2013     Recorded at  
Location   Liabilities (Level 1)   (Level 2)   Inputs (Level 3)     Total     July 31, 2013  
Liabilities:                              
Derivative liability – on Notes Payable   $ -   $ -   $ 92,750     $ 92,750     $ (7,250 )

 

The Company utilizes the Black-Scholes Option Pricing model to estimate the fair value of the derivative liability associated with the convertible note obligation. The Company considers them to be Level 3 instruments. The following table shows the weighted average assumptions the Company used to develop the fair value estimates for the determination of the derivative liability at July 31, 2013:

 

  Fair value   $ 0.12  
  Expected volatility     166-170 %
  Dividend yield     -  
  Expected term (in years)     .33-.91  
  Risk-free interest rate     .11%-.18 %

 

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liability, or derivative liabilities related to the senior secured convertible notes and warrants, for the nine month period ended July 31, 2013.

 

Balance at beginning of period   $ -  
Additions to derivative instruments     100,000  
Change in fair value of derivative liabilities     (7,250 )
Balance at end of period   $ 92,750  

 

F- 10
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

9. Debentures Payable

 

In February 2013, shareholder loans were converted on a dollar-for-dollar basis for Series A Convertible Debenture Units (the “A Units”). Each A Unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 2 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.25 per share at any time up to three years.

 

In May and June 2013 the Company sold Series B Convertible Debenture Units (the “B Units”). Each B Unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 1.5 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.15 at any time up to three years.

 

The Company recorded an increase in additional paid in capital and debt discount of $95,760 in connection with the warrants issued with the Series A Convertible Debentures. The Company allocated proceeds of $306,900 to the fair value of the warrants and the remaining $343,996 to the fair value of the Series B Convertible Debentures. Based on the excess of the aggregate fair value of the common shares that would have been issued if the Series B Convertible Debentures had been converted immediately over the proceeds allocated to the Series B Convertible Debentures, the investors received a beneficial conversion feature that had an aggregate intrinsic value of $343,996 as of the commitment date. Accordingly, the Company recorded an increase in additional paid-in capital and debt discount of $650,896 in connection with the issuance of the Series B Convertible Debentures and warrants.

 

A summary of the Debentures at July 31, 2013 is as follows:

 

    July 31, 2013     October 31, 2012  
Series A Convertible Debentures Payable, interest at 10% per annum to maturity at February 27, 2016   $ 294,704     $ -  
Series B Convertible Debentures Payable, interest at 10% per annum to maturity at May 31, 2016     500,000       -  
Series B Convertible Debentures Payable, interest at 10% per annum to maturity at June 3, 2016     150,896       -  
                 
Debt Discount     (697,124 )     -  
Totals     248,476       -  
Less: Current portion     -       -  
Total Long-term portion   $ 248,476     $ -  

 

10. Stock Based Compensation

 

Stock-based employee compensation related to stock options for the nine months ended July 31, 2013 and 2012 amounted to $-0-.

 

The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan:

 

          Weighted  
          Average  
          Exercise  
    Options     Price  
Outstanding – October 31, 2011     30,000     $ 0.90  
Granted            
Forfeited/Expired            
Exercised            
Outstanding – October 31, 2012     30,000     $ 0.90  
Granted            
Forfeited/Expired            
Exercised            
Outstanding – July 31, 2013     30,000     $ 0.90  

 

Options typically vest immediately at the date of grant. As such, the Company does not have any unvested options or unrecognized compensation expense at July 31, 2013.

 

F- 11
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

11. Warrants

 

Outstanding warrants are as follows:

 

    July 31, 2013     October 31, 2012  
Issued to consultant August 1, 2009, entitling the holder to purchase 1 common share in the company at an exercise price of $0.90 per common share up to and including July 31, 2017.   287,085     287,085  
Issued to Flow Capital Advisors Inc. on settlement of lawsuit in August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.30 per common share up to and including August 23, 2016.     250,000       250,000  
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.50 per common share up to and including August 23, 2016.     250,000       250,000  
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016.     500,000       500,000  
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $1.00 per common share up to and including August 23, 2016.     500,000       500,000  
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016.     500,000       500,000  
Issued to consultants in September 2011 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.10 per common share up to and including March 20, 2013.           1,500,000  
Issued to consultants in September 2011 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.34 per common share up to and including March 20, 2013.           1,500,000  
Issued to consultants in September 2011 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.50 per common share up to and including March 20, 2013.           1,000,000  
Issued to debenture holders February 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.25 per common share up to and including February 27, 2016.     600,000        
Issued to debenture holders May 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including June 3, 2016 .     750,000        
Issued to debenture holders June 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including June 3, 2016.     232,500        
                 
Total Warrants outstanding     3,869,585       6,287,085  

 

F- 12
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

12. Issuance of Common Stock

 

On January 17, 2013, the Company’s articles of incorporation were amended to increase the total number of common and preferred shares authorized for issuance from 65,000,000 shares to 150,000,000 shares and 5,000,000 shares to 50,000,000, respectively, par value $0.00001 per share.

 

During the nine months ended July 31, 2013, the Company issued no common shares.

 

13. Net Loss per Share

 

The following table sets forth the computation of weighted-average shares outstanding for calculating basic and diluted earnings per share (EPS):

 

    Three Months Ended
July 31,
    Nine Months Ended
July 31,
 
    2013     2012     2013     2012  
                         
Weighted-average shares - basic     56,676,166       55,626,166       56,676,166       55,626,166  
Effect of dilutive securities                        
Weighted-average shares - diluted     56,676,166       55,626,166       56,676,166       55,626,166  

 

Basic earnings per share “EPS” and diluted EPS for the three and nine months ended July 31, 2013 and 2012 have been computed by dividing the net loss available to common stockholders for each respective period by the weighted average shares outstanding during that period. All outstanding options, warrants and shares to be issued upon the exercise of the outstanding options and warrants and conversion of debentures and notes payable representing 8,532,918 and 6,317,085 incremental shares, respectively, have been excluded from the three and nine months ended July 31, 2013 and 2012 computation of diluted EPS as they are anti-dilutive given the net losses generated.

 

F- 13
 

 

CardioGenics Holdings Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

July 31, 2013 and 2012

 

14. Commitments and Contingencies

 

Lawsuits

 

On April 22, 2009, the Company was served with a statement of claim from a former employee claiming compensation for wrongful dismissal and ancillary causes of action including payment of monies in realization of his investment in the Company, with an aggregate claim of $514,000. The Company considers all the claims to be without any merit, has already delivered a statement of defense and intends to vigorously defend the action. If the matter eventually proceeds to trial, the Company does not expect to be found liable on any ground or for any cause of action.

 

15. Supplemental Disclosure of Cash Flow Information

 

    For the Nine Months Ended  
    July 31,  
    2013     2012  
             
Cash paid during the period for:                
Interest   $ 26,085     $ 11,420  
Income taxes            
Non-cash financing activity:                
Value of beneficial conversion feature and warrants issued with debentures during the period     746,656        

 

F- 14
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition & Results of Operations

 

You should read this Management’s Discussion and Analysis (“MD&A”) in combination with the accompanying unaudited condensed interim consolidated financial statements and related notes as well as the audited consolidated financial statements and the accompanying notes to the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) included within the Company’s Annual Report on Form 10-K filed on January 29, 2013.

 

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed interim consolidated financial statements, which have been prepared in accordance with U.S. GAAP for interim financial statements filed with the Securities and Exchange Commission.

 

Critical Accounting Policies and Estimates

 

The preparation of these unaudited condensed interim consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to accounts receivable, equipment, stock-based compensation, income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

The accounting policies and estimates used as of October 31, 2012, as outlined in our previously filed Form 10-K, have been applied consistently for the nine months ended July 31, 2013.

 

Related Party Transactions

 

During the nine months ended July 31, 2013, the Company received from officer/directors $200,000 for the subscription of 200,000 of the Company’s Series A Convertible Debentures and $155,000 from officer/directors for the subscription of 155,000 of the Company’s Series B Convertible Debentures. On the day that the subscription for Series A Convertible Debentures was received, a shareholder’s loan in the amount of $100,000 was converted to 100,000 of the Company’s Series A Convertible Debentures.

 

Off-Balance Sheet arrangements

 

We are not party to any off-balance sheet arrangements.

 

3
 

 

Results of operations

 

Nine months ended July 31, 2013 as compared to the nine months ended July 31, 2012

 

    Nine Months        
    Ended July 31,        
    2013     2012     $ Change  
                   
Revenue   $     $ 1,136     $ (1,136 )
                         
Operating expenses:                        
Depreciation and amortization of property and equipment     10,341       13,635       (3,294 )
Amortization of patent application costs     5,089       3,775       1,314  
General and administrative expenses     344,177       516,357       (172,180 )
                         
Research and product development, net of investment tax credits     288,546       422,453       (133,907 )
Total operating expenses     648,153       956,220       (308,067 )
Operating loss     (648,153 )     (955,084 )     306,931
Other expenses (income)                        
Interest expense and bank charges, net     132,613       14,887       117,726  
(Gain) on change in value of derivative liability     (7,250 )           (7,250 )
Loss on foreign exchange transactions     (11,897 )     (20,041 )     8,144  
                         
Net loss   $ (761,619 )   $ (949,930 )   $ 188,311

 

Revenues

 

During the nine months ended July 31, 2013 and 2012, we generated $0 and $1,136 of revenue in 2013 and 2012, respectively, from sales of paramagnetic beads.

 

Operating expenses

 

Operating expenses include the costs to a) develop and patent a method for controlling the delivery of compounds to a chemical reaction; b) develop the QL Care Analyzer, a small, automated, robust and proprietary point of care testing device; and c) custom paramagnetic beads through our proprietary method which improves their light collection. In addition, the Company is in the process of adapting test products for the Point Of Care (“POC”) disposable, single-use cartridge-format. Detailed manufacturing specifications and costing have been created and custom manufacturers have been sourced.

 

General and administrative expenses

 

General and administrative expenses consist primarily of compensation to officers, occupancy costs, professional fees, listing costs and other office expenses. The decrease in general and administrative expenses is attributable primarily to a decrease in consulting fees.

 

4
 

 

Research and product development, net of investment tax credits

 

Research and development expenses consist primarily of salaries and wages paid to officers and employees engaged in those activities and supplies consumed therefor. The decrease in research and development expenses is attributable primarily to the decrease in staff engaged in those activities in the current nine month period vs. the same nine month period in the prior year.

 

Three months ended July 31, 2013 as compared to the three months ended July 31, 2012

 

    Three Months        
    Ended July 31,        
    2013     2012     $ Change  
                   
Revenue   $     $     $  
                         
Operating expenses:                        
Depreciation of property and equipment     3,374       4,541       (1,167 )
Amortization of patent application costs     1,660       1,215       445  
General and administrative expenses     138,530       154,869       (16,339 )
Research and product development, net of investment tax credits     90,060       73,715       16,345  
Total operating expenses     233,624       234,340       (716 )
Operating loss     (233,624 )     (234,340 )     (716 )
Other expenses (income)                        
Interest expense and bank charges, net     95,897       5,402       90,495  
Loss on change in value of derivative liability     3,531             3,531  
Gain on foreign exchange transactions     (15,820 )     (915 )     (14,905 )
                         
Net loss   $ (317,232 )   $ (238,827 )   $ 78,405  

 

Revenues

 

During the three months ended July 31, 2013 and 2012, we generated no revenues.

 

Operating expenses

 

Operating expenses include the costs to a) develop and patent a method for controlling the delivery of compounds to a chemical reaction; b) develop the QL Care Analyzer, a small, automated, robust and proprietary point of care testing device; and c) custom paramagnetic beads through our proprietary method which improves their light collection. In addition, the Company is in the process of adapting test products for the POC disposable, single-use cartridge-format. Detailed manufacturing specifications and costing have been created and custom manufacturers have been sourced.

 

General and administrative expenses

 

General and administrative expenses consist primarily of compensation to officers, occupancy costs, professional fees, listing costs and other office expenses. The decrease in general and administrative expenses is attributable primarily to a decrease in consulting fees.

 

Research and product development, net of investment tax credits

 

Research and development expenses consist primarily of salaries and wages paid to officers and employees engaged in those activities and supplies consumed therefor. The increase in research and development expenses is attributable primarily to the decrease in investment tax credits realized in 2013 vs. 2012.

 

Liquidity and Capital Resources

 

We have not generated significant revenues since inception. We incurred a net loss of approximately $762,000 and a cash flow deficiency from operating activities of $623,433 for the nine months ended July 31, 2013. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. We have funded our activities to date almost exclusively from debt and equity financings. These matters raise substantial doubt about our ability to continue as a going concern.

 

5
 

 

We will continue to require substantial funds to continue research and development, including preclinical studies and clinical trials of our products, to fund the ongoing operations and to commence sales and marketing efforts. Our plans include financing activities such as private placements of our common stock and issuances of convertible debt instruments. We are also actively pursuing industry collaboration including product licensing and specific project financing.

 

We believe we will be successful in obtaining the necessary financing to fund our operations, meet revenue projections and manage costs; however, there are no assurances that such additional funding will be achieved and that we will succeed in obtaining the funding to support our future operations.

 

Seasonality

 

We do not believe that our business is subject to seasonal trends or inflation. On an ongoing basis, we will attempt to minimize any effect of inflation on our operating results by controlling operating costs.

 

Recent Accounting Pronouncements

 

The FASB had issued certain accounting pronouncements as of July 31, 2013 that will become effective in subsequent periods; however, we do not believe that any of those pronouncements would have significantly affected our financial accounting measurements or disclosures had they been in effect during the nine months ended July 31, 2013 and 2012 or that they will have a significant effect at the time they become effective.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

N/A.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2013, our management, including our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of July 31, 2013.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate disclosure controls and procedures and internal control over financial reporting (as defined in the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

 

6
 

 

Our management assessed the effectiveness of our disclosure controls and procedures and internal control over financial reporting for the quarter ended July 31, 2013 based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, our management concluded that during the period covered by this report, our disclosure controls and procedures and internal control over financial reporting were not effective. Management has identified the following material weaknesses in our disclosure controls and procedures and internal control over financial reporting:

 

  lack of documented policies and procedures;

 

  there is no effective separation of duties, which includes monitoring controls, between the members of management; and,

 

  lack of resources to account for complex and unusual transactions.

 

Management is currently evaluating what steps, if any, can be taken in order to address these material weaknesses in light of our current management structure.

 

Changes in Internal Control over Financial Reporting

 

During the fiscal quarter ended July 31, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

7
 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On April 22, 2009, CardioGenics was served with a statement of claim in the Province of Ontario, Canada, from a prior contractor claiming compensation for wrongful dismissal and ancillary causes of action including payment of monies in realization of his investment in CardioGenics, with an aggregate claim of $514,000. The Company considers all the claims to be without any merit, has already delivered a statement of defence and intends to vigorously defend the action. The action is currently in the discovery phase. If the matter eventually proceeds to trial, the Company does not expect to be found liable on any ground or for any cause of action.

 

Item 1A. Risk Factors

 

Not Applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Not Applicable.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

31.1   Section 302 Certification of Chief Executive Officer.
     
31.2   Section 302 Certification of Chief Financial Officer.
     
32.1   Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

 

8
 

 

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.

 

CARDIOGENICS HOLDINGS INC.
   
Date: September 17, 2013 By: /s/ Yahia Gawad
  Name: Yahia Gawad
  Title: Chief Executive Officer

 

Date: September 17, 2013 By: /s/ James Essex
  Name: James Essex
  Title: Chief Financial Officer

 

9
 

 

EXHIBIT INDEX

 

31.1   Section 302 Certification of Chief Executive Officer. *
     
31.2   Section 302 Certification of Chief Financial Officer. *
     
32.1   Section 906 Certification of Chief Executive Officer and Chief Financial Officer. *
     
101.INS   XBRL Instance Document**
101.SCH   XBRL Taxonomy Extension Schema Document**
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB   XBRL Taxonomy Extension Label Linkbase Document**
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document**

 

* Filed herewith.
** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

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