Optigenex Inc. - Current report filing (8-K)
06 Februar 2008 - 9:37PM
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): January 31, 2008
OPTIGENEX
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware
|
000-51248
|
20-1678933
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employee Identification No.)
|
1170
Valley Brook Avenue, 2
nd
Floor, Suite B, Lyndhurst, NJ
|
07071
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(201)
355-2099
|
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))
ITEM
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
|
On
January 31, 2008, we entered into three (3) Callable Secured Convertible Notes
(the "Notes") with New Millennium Capital Partners II, LLC, AJW Master Fund,
Ltd. and AJW Partners, LLC (collectively, the "Investors"). We entered into
these Notes for the purpose of capitalizing interest owed to these Investors
under previously executed notes dated August 31, 2005, October 19, 2005,
February 14, 2006, September 15, 2006 and February 12, 2007. The aggregate
principal amount of the three Notes is $584,062.21 which was equal to the
aggregate amount of interest owed to the Investors as of December 31, 2007.
We
did not receive any funds from the Investors in connection with entering into
these Notes.
The
Notes
carry an interest rate of 2% and a maturity date of January 31, 2011. The Notes
are convertible into shares of our common stock at the Variable Conversion
Price
which shall be equal to the Applicable Percentage multiplied by the average
of
the lowest three (3) trading prices for our shares of common stock during the
twenty (20) trading day period prior to conversion. The Applicable Percentage
is
60%.
At
our
option, we may prepay the Notes in the event that no event of default exists,
there are a sufficient number of shares available for conversion of the Notes
and the market price is at or below $0.04 per share.
Should
we
elect to prepay the Notes, the following additional amounts would be due.
The outstanding principal amount times (i) 135% for prepayments made within
30 days of the date of the Note; (ii) 145% for prepayments made between 31
and
90 days of the date of the Note; (iii) 150% for prepayments made after 90 days
of the date of the Note.
The
Investors have contractually agreed to restrict their ability to convert the
Notes and receive shares of the Company's common stock such that the number
of
shares of the Company's common stock held by them and their affiliates after
such conversion or exercise does not exceed 4.99% of the then issued and
outstanding shares of the Company's common stock.
Our
obligations under the Notes are secured by that certain Security Agreement
and
that certain Intellectual Property Security Agreement, each by and among us
and
each Investor dated February 12, 2007.
These
agreements were filed as exhibits to our Form 8-K previously filed on February
21, 2007.
We
are
committed to registering the shares of common stock underlying the Notes upon
written demand of the Investors (“Demand Notice”). We must file the registration
statement within 30 days from the date on which we receive the Demand Notice
otherwise we may be subject to penalty provisions. There are penalty provisions
for us should the filing not be declared effective within 120 days of the filing
of the registration statement
ITEM
2.03
|
CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A
REGISTRANT
|
The
sale
of Notes described in Item 1.01 was completed on January 31, 2008. At the
closing, the company became obligated to the Investors for $584,062.21. The
Notes are a debt obligation arising other than in the ordinary course of
business which constitute a direct financial obligation of us.
ITEM
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
The
Notes
referenced in Item 1.01 were offered and sold to the Investors in a private
placement transaction in reliance upon exemptions from registration pursuant
to
Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated thereto. Each of the Investors is an accredited investor as defined
in Rule 501 of Regulation D under the Securities Act of 1933.
ITEM
9.01
|
FINANCIAL
STATEMENT AND EXHIBITS
|
(a)
|
Financial
Statements of Business Acquired.
|
(b)
|
Pro
Forma Financial Information.
|
|
Exhibit
Number
|
Description
|
|
|
|
|
4.1
|
Form
of Callable Convertible Secured Note by and among the Company and
the
Investors
|
SIGNATURES
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.
|
OPTIGENEX,
INC.
|
|
|
Dated:
February 6, 2008
|
By:
|
/s/
Daniel Zwiren
|
|
|
Daniel
Zwiren
|
|
|
President
|
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