Attached files
| file | filename |
|---|---|
| EX-10.1 - EXTENSION AND BRIDGE FUNDING AGREEMENT - Cordex Pharma, Inc. | cdxp_ex101.htm |
| EX-4.1 - SENIOR SECURED CONVERTIBLE PROMISSORY NOTE - Cordex Pharma, Inc. | cdxp_ex41.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): Janaury 20, 2010
______________
CORDEX
PHARMA, INC.
(Exact
name of registrant as specified in its charter)
______________
|
Nevada
|
000-33023
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86-0982792
|
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(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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7660
Fay Avenue, Suite H-373, La Jolla, CA 92037
(Address
of Principal Executive Office) (Zip Code)
(858)
551-5700
(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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 8.01 OTHER
EVENTS
On January
20, 2009, the Company entered into an agreement with its debenture holders
which, among other things, (i) extended the maturity date of its debentures
until February 28, 2010;(ii) increased the principal amount of each debenture by
2.5% of the principal amount outstanding immediately prior thereto; (iii)
reduced the conversion price of the outstanding debentures to $0.10 and (iv)
reduced the number of authorized shares of common stock required to be
maintained by the Company to 90% of the number of shares of common stock
issuable upon full conversion of the outstanding debentures and full exercise of
the outstanding warrants, subject to increase at the request of any debenture
holder. Certain debenture holders provided funding to the Company in
the aggregate amount of $39,316, through (i) loans to the Company in the
aggregate principal amount of $33,316, which loans are senior to all other
secured loans and (ii) the exercise of warrants for an aggregate of 600,000
shares of common stock of the Company at an exercise price of $.01 per share,
resulting in an additional $6,000 payment to the Company.
ITEM 3.02 UNREGISTERED SALES OF
EQUITY SECURITIES
In connection
with the transaction described above, we issued an aggregate of 600,000 shares
of our common stock to the debenture holders in a private placement.
The offering and sale of the common stock qualified for exemption under Section
4(2) of the Securities Act of 1933, as amended (“the Act”), since the issuance
by us did not involve a public offering. This offering was done with no general
solicitation or advertising by us. The offering was not a public
offering as defined in Section 4(2) because the offer was made to an
insubstantial number of persons and because of the manner of the
offering. In addition, the debenture holders had the necessary
investment intent as required by Section 4(2) since they agreed to, and
received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensures that these shares will not be
immediately redistributed into the market and therefore not part of a public
offering. Based on the analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Act for this
transaction.
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ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Exhibits.
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Exhibit
No.
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Description
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4.1
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Form
of Bridge Note
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| 10.1 | Extension and Bridge Funding Agreement dated January 20, 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.
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CORDEX
PHARMA, INC.
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By:
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/s/
JAMES S. KUO
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James
S. Kuo
Chairman
and Chief Executive Officer
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Date:
January 26, 2010