Attached files
| file | filename |
|---|---|
| EX-4.1 - FORM OF SECURITIES PURCHASE AGREEMENT - Kedem Pharmaceuticals Inc. | f8k031910ex4i_globhealth.htm |
| EX-4.5 - FORM OF WARRANT - Kedem Pharmaceuticals Inc. | f8k031910ex4v_globhealth.htm |
| EX-4.2 - FORM OF DEBENTURE - Kedem Pharmaceuticals Inc. | f8k031910ex4ii_globhealth.htm |
| EX-4.4 - FORM OF SECURED PURCHASE NOTE - Kedem Pharmaceuticals Inc. | f8k031910ex4iv_globhealth.htm |
| EX-4.6 - FORM OF ESCROW AGREEMENT - Kedem Pharmaceuticals Inc. | f8k031910ex4vi_globhealth.htm |
| EX-4.3 - FORM OF PLEDGE AGREEMENT - Kedem Pharmaceuticals Inc. | f8k031910ex4iii_globhealth.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): March 19, 2010
GLOBAL HEALTH VENTURES,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
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333-137888
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N/A
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||
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employee Identification No.)
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409
Granville Street, Suite 1023, British Columbia Canada
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V6C
1T2
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|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
(604)
324-4844
(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)
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|
|
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))
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Item
1.01 Entry Into a Material Definitive Agreement.
As
described in Item 3.02 below, on March 19, 2010, Global Health Ventures,
Inc. (the “Company”) entered
into a private transaction with one investor. This transaction is more fully
described in Section 3.02 of this Current Report. The information therein is
hereby incorporated in this Section 1.01 by reference.
Item 3.02 Unregistered Sales of
Equity Securities.
On March
19, 2010 (the “Closing
Date”), the Company sold to one investor (the “Investor”) a
$4,200,000 non interest bearing debenture with a 25% original issue discount,
that matures in forty eight (48) months from the Closing Date for $3,150,000,
consisting of $400,000 paid in cash at closing and eleven secured promissory
notes, aggregating $2,750,000, bearing interest at the rate of 6% per annum,
each maturing fifty (50) months after the Closing Date (the “Investor Notes”). The
Investor Notes, which are in the principal amount of $250,000, are mandatorily
pre-payable, in sequence, at the rate of one note per month commencing on the
seven (7) month anniversary of the Closing Date. If the prepayment occurs, the
entire aggregate principal balance of the Investor Notes in the amount of
$2,750,000, together with the interest outstanding thereon, will be paid in
eleven (11) monthly installments such that the entire amount would be paid by
July 19, 2011. For the mandatory prepayment to occur, no Event of Default, as
defined under the Debenture, shall have occurred and the outstanding balance due
under the Debenture must have been reduced to $3,666,667 on the seventh month
anniversary of the Closing Date and be reduced at the rate of $333,334 per month
thereafter.
One of
the Events of Default includes the failure of the Company to maintain an average
daily dollar volume of common stock traded per day for any consecutive ten (10)
day period of at least $20,000 or, if the average value of the shares pledged to
secure our obligation under the Debenture (as subsequently described) falls
below $2,500,000.
Under the
Debenture, commencing six (6) months after the Closing Date, the Investor may
request the Company to repay all or a portion of the Debenture by issuing the
Company’s common stock, $0.0001 par value, in satisfaction of all or part of the
Debenture, valued at the Market Price, (as defined in the Debenture),
of the Company’s common stock at the time the request is made
(collectively, the “Share Repayment
Requests”). The Investor may not request repayment in common
stock if, at the time of the request, the amount requested would be higher than
the difference between the outstanding balance owed under the Debenture and 125%
of the aggregate amount owed under the Investor Notes.
The
Company may prepay all or part of the Debenture upon ten (10) days prior written
notice and we are entitled to satisfy a portion of the amount outstanding under
the Debenture by offset of an amount equal to 125% of the amount owed under the
Investor Notes, which amount will satisfy a corresponding portion of the
Debenture.
Further,
as part of this financing, the Investor acquired warrants to purchase up to
eight hundred thousand dollars ($800,000) worth of our common stock. The
warrants initial exercise price per share (the “Exercise Price”) is
the lesser of (a) $1.00 per share, or (b) the Market Price as defined in the
warrants (the “Investor
Warrants”). The Investor Warrants contain full ratchet
anti-dilution provisions as to the exercise price and are exercisable for a five
year period.
Mr.
Hassan Salari, our Chief Executive Officer and President (the “Affiliate”), pledged
an aggregate of ten million (10,000,000) shares of our common stock pursuant to
a pledge agreement (the “Pledge Agreement”) to secure
our obligations under the Debenture.
The
issuance of the Debenture and Investor Warrants was an unregistered sale of
securities conducted pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder.
The
foregoing description of the Investor Notes, Investor Warrants and Debenture are
not intended to be complete and is qualified in their entirety by the complete
text of those agreements attached as exhibits to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | Description | |
| 4.1 |
Form
of Securities Purchase Agreement, dated as of March 19, 2010, by and among
the Company, the Investor and the Affiliate.
|
|
| 4.2 | Form of Debenture, dated March 19, 2010, issued by the Company to the Investor. | |
| 4.3 | Form of Pledge Agreement, dated March 19, 2010, by and among the Company, the Investor and the Affiliate. | |
| 4.4 | Form of the Investor Secured Purchase Note, dated March 19, 2010, by and between the Company and the Investor. | |
| 4.5 | Form of Warrant issued by the Company to the Investor, dated March 19, 2010. | |
| 4.6 | Form of Escrow Agreement, dated March 19, 2010, by and among the Company, the Investor, the Escrow Agent and the Affiliate. |
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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
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GLOBAL
HEALTH VENTURES, INC.
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Date: March
25, 2010
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By:
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/s/ Hassan
Salari
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Hassan
Salari
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President,
Chief Executive Officer and Director
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