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 22, 2005
CYBERLUX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-33415 91-2048178
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(Commission File Number) (I.R.S. Employer Identification No.)
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, NC 27703
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(Address of Principal Executive Offices) (Zip Code)
(919) 474-9700
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(Registrant's telephone number, including area code)
This Current Report on Form 8-K is filed by Cyberlux Corporation, a Nevada
corporation (the "Registrant"), in connection with the matters described
herein.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 22, 2005, we entered into a Securities Purchase Agreement with
AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
Millennium Capital Partners II, LLC for the sale of (i) $1,500,000 in secured
convertible notes and (ii) warrants to purchase 25,000,000 shares of our common
stock.
The investors are obligated to provide us with the funds as follows:
o $600,000 was disbursed on April 22, 2005;
o $500,000 will be disbursed within five days of filing a registration
statement covering the number of shares of common stock underlying
the secured convertible notes and warrants; and
o $400,000 will be disbursed within five days of the effectiveness of
the registration statement.
The secured convertible notes bear interest at 10%, mature three years
from the date of issuance, and are convertible into our common stock, at the
investors' option, at the lower of:
o $0.03; or
o 50% of the average of the three lowest intraday trading prices for
the common stock on the Over-The-Counter Bulletin Board for the 20
trading days before but not including the conversion date.
The full principal amount of the secured convertible notes are due upon
default under the terms of secured convertible notes. In addition, we granted
the investors a security interest in substantially all of our assets, including
our intellectual property. We are required to file a registration statement with
the Securities and Exchange Commission within 45 days of closing, which will
include the common stock underlying the secured convertible notes and the
warrants. If the registration statement is not declared effective within 90 days
from the date of closing, we are required to pay liquidated damages to the
investors. In the event we breach any representation or warranty in the
Securities Purchase Agreement, we are required to pay liquidated damages in
shares or cash, at the election of the investors, in an amount equal to three
percent of the outstanding principal amount of the secured convertible notes per
month plus accrued and unpaid interest.
The warrants are exercisable until five years from the date of issuance at
a purchase price of $0.03 per share. The investors may exercise the warrants on
a cashless basis if the shares of common stock underlying the warrants are not
then registered pursuant to the registration statement. In the event the
investors exercise the warrants on a cashless basis, then we will not receive
any proceeds. In addition, the exercise price of the warrants will be adjusted
in the event we issue common stock at a price below market, with the exception
of any securities issued as of the date of the warrants or issued in connection
with the secured convertible notes issued pursuant to the Securities Purchase
Agreement.
Upon an issuance of shares of common stock below the market price, the
exercise price is determined by averaging the last reported sale prices for our
shares of common stock for the five trading days immediately preceding such
issuance as set forth on our principal trading market. The exercise price shall
be determined by multiplying the exercise price in effect immediately prior to
the dilutive issuance by a fraction. The numerator of the fraction is equal to
the sum of the number of shares outstanding immediately prior to the offering
plus the quotient of the amount of consideration received by us in connection
with the issuance divided by the market price in effect immediately prior to the
issuance. The denominator of such issuance shall be equal to the number of
shares outstanding after the dilutive issuance.
The conversion price of the secured convertible notes and the exercise
price of the warrants may be adjusted in certain circumstances such as if we pay
a stock dividend, subdivide or combine outstanding shares of common stock into a
greater or lesser number of shares, or take such other actions as would
otherwise result in dilution of the selling stockholder's position.
The investors have agreed to restrict their ability to convert their
secured convertible notes or exercise their warrants and receive shares of our
common stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.9% of the then issued and outstanding shares of common stock.
Under a Guaranty and Pledge Agreement, Mr. Donald F. Evans, our Chief
Executive Officer, agreed (i) to unconditionally guarantee the timely and full
satisfaction of all obligations, whether matured or un-matured, now or hereafter
existing or created and becoming due and payable to AJW Offshore, Ltd., AJW
Qualified Partners, LLC, AJW Partners, LLC and New Millennium Capital Partners,
LLC, their successors, endorsees, transferees or assigns under the Securities
Purchase Agreement and other transaction documents to the extent of 1,225,000
shares of our common stock owned by Mr. Evans, and (ii) to grant to AJW
Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
Millennium Capital Partners II, LLC, their successors, endorsees, transferees or
assigns a security interest I the 1,255,000 shares, as collateral security for
such obligation.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
See Item 1.01 above.
ITEM 3.02 UNREGSISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(C) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 Securities Purchase Agreement, dated April 22, 2005, by and among
Cyberlux Corporation and AJW Offshore, Ltd., AJW Qualified Partners,
LLC, AJW Partners, LLC and New Millennium Partners II, LLC.
4.2 Callable Secured Convertible Note issued to AJW Offshore, Ltd.,
dated April 22, 2005.
4.3 Callable Secured Convertible Note issued to AJW Qualified Partners,
LLC, dated April 22, 2005.
4.4 Callable Secured Convertible Note issued to AJW Partners, LLC, dated
April 22, 2005.
4.5 Callable Secured Convertible Note issued to New Millennium Capital
Partners II, LLC dated April 22, 2005.
4.6 Stock Purchase Agreement issued to AJW Offshore, Ltd., dated April
22, 2005.
4.7 Stock Purchase Agreement issued to AJW Qualified Partners, LLC,
dated April 22, 2005.
4.8 Stock Purchase Agreement issued to AJW Partners, LLC, dated April
22, 2005.
4.9 Stock Purchase Agreement issued to New Millennium Capital Partners
II, LLC, dated April 22, 2005.
4.10 Registration Rights Agreement, dated as of April 22, 2005, by and
among Cyberlux Corporation, AJW Offshore, Ltd., AJW Qualified
Partners, LLC, AJW Partners, LLC, and New Millennium Capital
Partners II, LLC.
4.11 Security Agreement, dated as of April 22, 2005, by and among
Cyberlux Corporation, AJW Offshore, Ltd., AJW Qualified Partners,
LLC, AJW Partners, LLC and New Millennium Capital Partners II, LLC.
4.12 Intellectual Property Security Agreement, dated as of April 22,
2005, by and among Cyberlux Corporation, AJW Offshore, Ltd., AJW
Qualified Partners, LLC, AJW Partners, LLC, and New Millennium
Capital Partners II, LLC.
4.13 Guaranty and Pledge Agreement, dated April 22, 2005, by and among
Cyberlux Corporation, Donald F. Evans, AJW Offshore, Ltd., AJW
Qualified Partners, LLC, AJW Partners, LLC, and New Millennium
Capital Partners II, LLC.
SIGNATURE
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.
CYBERLUX CORPORATION
Date: April 28, 2005 By: /s/ Donald F. Evans
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Name: Donald F. Evans
Title: Chief Executive Officer