Item 1.01 - Entry into Material Definitive Agreement
On June 12, 2014, CardioGenics Holdings Inc. (the "Company") entered into
subscription agreements with 13 investors (including three institutional
investors) for the sale and issuance of 12,000,000 shares of its common stock
(the "Private Placement Shares") in exchange for $1,300,000, or $0.11 per share,
pursuant to subscription agreements entered into between the Company and each
investor (the "Subscription Agreements"). The Private Placement Shares do not
have any registration rights and no warrants are to be issued in connection with
the private placement.
The purchase price for the Private Placement Shares was funded by the investors
to the Offering Agent, WDM Dom Maklerski S.A., and will be released by the
Offering Agent to the Company once the Private Placement Shares commence trading
on the NewConnect Market of the Warsaw Stock Exchange, which is expected to
occur in late July 2014. In the event the Private Placement Shares are not
admitted to trading on the NewConnect Market within five (5) months following
the date of the Subscription Agreements, the investors are to be repaid their
purchase price plus 5% interest per annum calculated from the date payment of
the purchase price was made to the account of the Offering Agent and ending on
the day of repayment.
The Company and the investors entered into the Subscription Agreements in
reliance on an exemption from the registration requirements of the Securities
Act of 1933 (the "Securities Act") under Regulation S of the Securities Act.
The foregoing description of the Subscription Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreements, the form of which is filed as Exhibits 10.1 and incorporated herein
Item 7.01 - Regulation FD Disclosure
On June 12, 2014, the Company issued a press release reporting the Company's
entry into the Subscription Agreements with the investors. A copy of the press
release is attached hereto as Exhibit 99.1.
The information in Exhibit 99.1 shall not be deemed as "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or
otherwise subject to the liability of such Section, nor shall it be deemed
incorporated by reference in any filing by us under the Securities Act, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing, unless expressly incorporated by specific reference in such
Item 9.01 - Exhibits.
10.1 Form of Subscription Agreements.
99.1 Press Release dated June 12, 2014