Attached files
file | filename |
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EX-10.1 - SECURITIES PURCHASE AGREEMENT - CDEX INC | ex10_1.htm |
EX-10.3 - FORM OF SECURITY AGREEMENT - CDEX INC | ex10_3.htm |
EX-10.2 - FORM OF 10% SENIOR CONVERTIBLE NOTE - CDEX INC | ex10_2.htm |
EX-99.1 - PRESS RELEASE - CDEX INC | ex99_1.htm |
EX-10.4 - FORM OF LOCK-UP AGREEMENT - CDEX INC | ex10_4.htm |
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): February 18, 2010
CDEX
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-49845
|
52-2336836
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
incorporation
or organization)
|
File
Number)
|
Identification
No.)
|
4555
South Palo Verde, Suite 123
|
|
Tucson, Arizona
|
85714
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(520) 745-5172
|
(Registrant's
telephone number, including area
code)
|
N/A
(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:
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
February 18, 2010, CDEX, Inc. (“Company”) entered into a Securities Purchase
Agreement, as of February 15, 2010, with the Company’s largest creditor, GEMINI
MASTER FUND, LTD., a Cayman Islands company and with three other investors
including an entity controlled by our CEO, Malcolm H. Philips, Jr. which
includes an initial cash infusion of $450,000 with an opportunity for additional
investment and a restructuring of the June 25, 2008 Senior Convertible Note held
by GEMINI MASTER FUND, LTD.
Forms of
the Securities Purchase Agreement, the 10% Senior Convertible Note, the Security
Agreement and the Lock-up Agreement are filed as Exhibit 10.1 through Exhibit
10.4 with this Current Report on Form 8-K and are incorporated
herein; the summary of this document set forth above is qualified by reference
to such exhibits.
The
Company announced this Financial Restructuring Plan in a press release dated
February 19, 2010 that is attached to this Current Report as Exhibit 99.1 and is
incorporated herein by reference.
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On
February 19, 2010, the Company announced that its Board of Directors has
appointed Carmen Conicelli as its new Chairman. Mr. Conicelli, the current CFO
of Edmund Optics, Inc., joined the Board in 2008 with over 30 years of industry
financial experience and a strong focus in the international
community.
The
Company announced this change in a press release dated February 19, 2010 that is
attached to this Current Report as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01 Financial Statements and Exhibits.
(d)
EXHIBITS
Exhibit No.
|
Exhibit Description
|
|
10.1
|
Securities
Purchase Agreement as of February 15, 2010
|
|
10.2
|
Form
of 10% Senior Convertible Note
|
|
10.3
|
Form
of Security Agreement
|
|
10.4
|
Form
of Lock-up Agreement
|
|
99.1
|
Press
Release, dated February 19, 2010
|
|
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.
CDEX
INC.
|
||
Date:
February 22, 2010
|
By:
|
/s/ Stephen McCommon
|
Stephen
McCommon, CFO
|