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): November 28, 2006
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-19709
|
|
65-0159115
|
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
|
2603
Main Street, Suite 1155, Irvine, CA
|
|
92614
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (949) 235-8062
(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):
| 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 (17CFR 240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))
|
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to a private offering that commenced in September 2006 (the “Fall 2006
Offering”) and is scheduled to expire December 30, 2006, unless
extended by the Company, the Company is offering up to $1,000,000 of its
convertible notes (the “Fall 2006 Notes”), which are due and payable on
September 13, 2008 (the “Maturity Date”). Interest will accrue monthly and be
paid annually on the Fall 2006 Notes, such interest to be paid in shares of
the
Company’s common stock based on the average closing price of the Company’s
common stock for the 20 trading days preceding the interest due date. Purchasers
of the Fall
2006
Notes will receive, for no additional consideration, a stock purchase
warrant (the “Fall 2006 Warrant”) entitling the holder to purchase a number of
shares of Company’s Common Stock equal to the number of shares of Common Stock
into which the Fall 2006 Note is convertible. The Fall 2006 Warrant is
exercisable at an initial price of $0.05 per share and will expire on September
13, 2009.
The
Fall
2006 Notes may be subordinated in an amount up to $5 million
of additional debt financing that the Company may incur prior to the Maturity
Date. The Fall 2006 Notes are convertible into shares of the Company’s common
stock at an initial conversion price of $0.0275 per share. The Notes can be
converted voluntarily by the noteholders at any time, and from time to time,
prior to the Maturity Date. The Fall 2006 Notes can be converted mandatorily
by
the Company (i) on or after September 13, 2007, if the Company has received
one
or more written firm commitments, or has closed on one or more transactions,
or
a combination of the foregoing, of at least $3 million gross proceeds of equity
or debt; or (ii) on the Maturity Date. Accordingly, the Fall 2006 Notes may
not
be repaid in cash on the Maturity Date and may be converted, at the sole option
of the Company, into shares of the Company’s common stock, on the Maturity Date.
Notwithstanding the foregoing, the Fall 2006 Notes can be converted into shares
of the Company’s common stock only after the Company’s stockholders have
approved an increase in the number of authorized shares of the Company’s common
stock at its upcoming stockholders’ annual meeting, which is currently scheduled
to be held in early 2007.
From
November 18, 2006, through November 30, 2006, the Company received gross and
net
proceeds of $184,000 from ten outside investors and issued Fall 2006 Notes
which allow conversion into an aggregate of 6,690,909 shares of common stock.
This
offering and the sales thereunder are being made in reliance on the exemption
from registration contained in Section 4(2) of the Securities Act of 1933 and/or
Regulation D promulgated thereunder as not involving a public offering of
securities.
Item
9.01 Financial Statements and Exhibits
| |
10.1 |
Form
of Promissory Note |
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.
Date:
December 4, 2006
NUWAY
MEDICAL, INC.
Dennis
Calvert
Chief
Executive Officer