Unassociated Document
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): February 14, 2011
DERYCZ
SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction
of
incorporation)
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000-53501
(Commission
File Number)
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11-3797644
(IRS
Employer
Identification
No.)
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1524
Cloverfield Blvd., Suite E
Santa
Monica, California
(Address
of principal executive offices)
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90404
(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 477-0354
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 (see General Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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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
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Entry
Into A Material Definitive
Agreement
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On
February 14, 2011, Dercyz Scientific, Inc. (the "Company") entered into a
Securities Purchase Agreement with certain investors (the "Investors") whereby
the Company has issued and sold $3,000,000 of units, each unit
comprised of one share of common stock of the Company, $0.001 par value (the
"Common Stock") and one warrant to purchase one-quarter of a share of Common
Stock at an exercise price of $3.00 per share (each a "Warrant" and collectively
the "Warrants"). The Warrants will expire three years following the
date of issuance. The purchase price of each unit is
$2.50. Accordingly, the Company is issuing 1,200,000 shares of Common
Stock (the “Shares”) and Warrants to purchase 300,000 shares of Common Stock
(the “Warrant Shares”) in accordance with the terms of the Securities Purchase
Agreement and form Warrant. The Company believes that all of the Investors are
"accredited investors" within the meaning of Rule 501 of Regulation D of the
Securities Act of 1933, as amended.
The
Investors are entitled to piggy-back registration rights with respect to the
Shares and Warrant Shares. Such registration rights are subject to cut-backs and
exclusions in the event that the rights are triggered in connection with an
underwritten offering of securities. The piggy-back rights are applicable only
with respect to any registration statement (other than a registration statement
on Form S-8 or Form S-4) filed prior to the first anniversary of the
issuance date of the Warrants. The registration rights provision of the
Securities Purchase Agreement provides for customary indemnification of the
Investors with respect to any Shares and Warrant Shares included in a
registration statement. In addition, under the terms of the
Securities Purchase Agreement, the Company has agreed that it shall not
undertake a reverse or forward stock split or stock reclassification unless all
of the Shares and Warrant Shares are the subject of an effective registration
statement.
The
Warrants may be exercised on a "cashless basis" at any time when there is no
effective registration statement registering the Warrant Shares. The
Warrants contain a call provision in favor of the Company which entitles the
Company in certain circumstances to call back the Warrants at a price per
Warrant share of $0.001. Such conditions include the Company's Common Stock
trading at a price at or above $6.00 per share for ten consecutive trading days
and that the average daily volume during such period exceed 50,000 shares per
day.
In
connection with the issuance and sale of the units, the Company has
paid to T.R. Winston & Company, LLC, the exclusive placement agent for
this offering, a fee of 6% of the aggregate offering completed, or $180,000 and
the Company has issued a Warrant to T.R. Winston & Company,
LLC for the purchase of 90,000 shares of Common Stock on the same terms and
conditions as the Warrants issued to the investors. T.R. Winston
& Company, LLC is the sole placement agent for this offering and there are
no placement or broker fees or compensation due to any other party.
The
foregoing description of the Securities Purchase Agreement and the Warrants does
not purport to be complete and is qualified in its entirety by the form of
warrant attached hereto as Exhibit 4.1 and the form of Securities Purchase
Agreement attached hereto as Exhibit 10.1, each of which is incorporated herein
by reference.
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Item
3.02
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Unregistered
Sales of Equity Securities
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The
Company hereby incorporates into this Item 3.02 the disclosures set forth in
Item 1.01 of this Report. The securities issued by the Company (as set forth in
Item 1.01) including the Common Stock, Warrants and the Warrant Shares
(collectively, the "Securities") were not registered under the Securities Act of
1933, as amended (the “Securities Act”). The Company did not employ any form of
general solicitation or advertising in connection with the offer and sale of the
Securities. In addition, the Company believes the Investors are all “accredited
investors” as defined in Rule 501(a) of the Securities Act. For these reasons,
among others, the offer and sale of the Securities were made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act or
Regulation D promulgated by the Securities and Exchange Commission (the “SEC”)
under the Securities Act. The proceeds of the sale of the Securities will be
used by the Company for general working capital purposes.
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Item
9.01
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Financial Statements and
Exhibits.
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(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 Common Stock Purchase Warrant dated February 15,
2011
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10.1
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Form
of Securities Purchase Agreement dated February 14,
2011
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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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DERYCZ
SCIENTIFIC, INC. |
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By:
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/s/ Richard McKilligan |
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Richard
McKilligan
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant dated February 15,
2011
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10.1
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Form
of Securities Purchase Agreement dated February 14,
2011
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