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SCVM > SEC Filings for SCVM > Form 8-K on 17-Dec-2013All Recent SEC Filings

Show all filings for SCIVANTA MEDICAL CORP

Form 8-K for SCIVANTA MEDICAL CORP


17-Dec-2013

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02. Unregistered Sales of Equity Securities

On December 12, 2013, Scivanta Medical Corporation (the "Company") issued 10% convertible debentures to two individual investors (the "Debentures"). The gross proceeds received in connection with this private placement were $150,000. The Debentures have a one year term with both principal and interest due on December 12, 2014 and bear interest at a rate of 10% per annum.

The entire principal and accrued interest amount of the Debentures is convertible into shares of the Company's common stock at the option of the holder: (a) upon the Company issuing equity securities and/or debt in a transaction or a series of transactions resulting in aggregate gross proceeds to the Company of a least $3,000,000 (a "Qualified Financing"); (b) at the maturity date of the Debentures; or (c) upon a change in control of the Company, as defined in the Debentures. Upon the occurrence of a Qualified Financing, the Debentures are convertible into shares of the Company's common stock at a conversion price equal to: (i) eighty percent (80%) of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) eighty percent (80%) of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (ii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the Debentures are convertible into shares of the Company's common stock at $0.13 per share. The quoted market price of the Company's common stock as of December 12, 2013 was $0.13 per share.

Each holder of the Debentures received a warrant to purchase shares of the Company's common stock equal to twenty percent (20%) of the principal amount of the related Debenture divided by: (a) eighty percent (80%) of the per share price paid by the purchasers of Company's common stock in the Qualified Financing; (b) eighty percent (80%) of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in the Qualified Financing, if no shares of Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in the Qualified Financing or if a Qualified Financing is not consummated within one (1) year from the warrant issuance date.

All of the shares of the Company's common stock underlying the warrants vest on the earlier of (i) one (1) year from the warrant issuance date, and (ii) the consummation of a Qualified Financing. The exercise price of the warrants will be subject to adjustment for stock dividends, stock splits, or similar events.

An aggregate amount of 1,153,846 shares of the Company's common stock can be issued pursuant to the Debentures at the current conversion price of $0.13 per share. The Company will use the proceeds received in this private placement for working capital purposes.

In connection with the issuance of the Debentures, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act of 1933, as amended.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number    Description

4.1       Form of 10% Convertible Debenture, dated as of December 12, 2013, issued
          to the following entities and in the following amounts: RL & KC, LLC
          ($100,000) and James C. Czirr Trust U/A/D February 20, 2004 ($50,000).


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