Optigenex Inc. - Current report filing (8-K)
April 21 2008 - 2:48PM
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): April 15, 2008
OPTIGENEX
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware
|
|
000-51248
|
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20-1678933
|
(State
or other jurisdiction of incorporation or
organization)
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|
(Commission
File Number)
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|
(IRS
Employee Identification No.)
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1170
Valley Brook Avenue, 2
nd
Floor, Suite B, Lyndhurst, NJ
|
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07071
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(201)
355-2098
|
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
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On
April
15, 2008, we entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") with New Millennium Capital Partners II, LLC, AJW Master
Fund, Ltd., and AJW Partners, LLC (collectively, the "Investors"). Under the
terms of the Securities Purchase Agreement, the Investors purchased an aggregate
of (i) $155,000 in callable secured convertible notes (the "Notes") and (ii)
warrants to purchase 10,000,0000 shares of our common stock (the "Warrants").
We
received the funds from this financing on April 16, 2008.
The
Notes
carry an interest rate of 8% per annum and mature on April 15, 2011. At the
election of the Investors, the Notes are convertible into shares of our common
stock at the lesser of (i) the Variable Conversion Price (as defined hereafter);
or (ii) the Fixed Conversion Price of $3.20. The Variable Conversion Price
shall
be equal to the Applicable Percentage multiplied by the average of the lowest
three (3) intraday trading prices for our shares of common stock during the
twenty (20) trading day period prior to conversion. The Applicable Percentage
is
55%.
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 $3.20 per share. Should we elect to prepay
the Notes, the following additional amounts would be due. Outstanding principal
amount times (i) 120% for prepayments made within 30 days of the date of the
Note; (ii) 130% for prepayments made between 31 and 60 days of the date of
the
Note; (iii) 140% for prepayments made after 60 days of the date of the Note.
In
addition, in the event that the average daily price of the common stock, as
reported by the reporting service, for each day of the month ending on a
determination date is below $0.001, we may prepay a portion of the outstanding
principal amount of the Notes equal to 104% of the principal amount hereof
divided by thirty-six (36) plus one month’s interest. Exercise of this option
will stay all conversions for the following month.
The
full
principal amount of the Notes is due upon default under the terms of Notes.
In
addition, the Company has granted the investors a security interest in
substantially all of its assets and intellectual property as well as demand
registration rights.
We
simultaneously issued to the Investors seven-year warrants to purchase
10,000,000 shares of our common stock at an exercise price of
$0.001.
The
Investors have contractually agreed to restrict their ability to convert the
Notes and exercise the Warrants 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.
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.
We
also
amended all previously executed Notes by and between us and the Investors to
reflect a decrease in the Applicable Percentage under such Notes from 60% to
45%. The aforementioned notes were entered into on August 31, 2005, October
19,
2005, February 14, 2006, September 15, 2006, February 12, 2007 and January
31,
2008.
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 April 15, 2008. At the closing,
the company became obligated to the Investors for $155,000 in face amount of
the
Notes. 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
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The
Notes
and Warrants 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
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FINANCIAL
STATEMENT AND
EXHIBITS
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(a)
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Financial
Statements of Business Acquired.
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None
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(b)
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Pro
Forma Financial Information.
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None
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(c)
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Exhibits.
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Exhibit
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Number
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Description
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4.1
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Securities
Purchase Agreement dated April 15, 2008 by and among the
Company
and the Investors
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4.2
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Form
of Callable Convertible Secured Note by and among the Company and
the
Investors
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4.3
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Form
of Stock Purchase Warrant by and among the Company and the
Investors
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4.4
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Registration
Rights Agreement by and among the Company and the
Investors
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4.5
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Security
Agreement by and among the Company and the Investors
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4.6
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Intellectual
Property Security Agreement by and among the Company and the
Investors
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4.7
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Letter
Agreement dated April 15, 2008 by and among the Company and the
Investors
amending all previously executed
Notes
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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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OPTIGENEX,
INC.
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Dated:
April 21, 2008
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By:
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/s/
Daniel Zwiren
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Daniel
Zwiren
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President
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Optigenex (CE) (USOTC:OPGX)
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