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): December 8, 2005
THINKPATH INC.
(Exact name of registrant as specified in its charter)
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Ontario 001-14813 52-209027
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(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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201 WESTCREEK BOULEVARD, BRAMPTON, ONTARIO, CANADA
L6T 5S6 (Address of principal executive offices,
including zip code)
(905) 460-3040
(Registrant's telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Stephen M. Fleming, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 29, 2005, Thinkpath, Inc. (the "Company") entered into a Security
Agreement with Laurus Master Fund, Ltd ("Laurus"). Pursuant to the Security
Agreement (the "Agreement"), Laurus established a $3.5 million convertible
financing facility based on eligible accounts receivable. In connection with the
transaction, the Company issued Laurus a warrant to purchase up to 2,100,000
shares of common stock and an option to purchase 379,572 shares of common stock.
In connection with such financing, the Company and Laurus entered into a
Registration Rights Agreement whereby the Company agreed to register the shares
of common stock issuable upon conversion or exercise of the convertible note,
warrant and options (the "Registrabable Securities") held by Laurus on a
registration statement (the "Registration Statement").
On December 8, 2005, the Company and Laurus entered into an Amendment and Waiver
pursuant to which Laurus agreed to waive (i) all events of default by the
Company to the extent solely relating to the Company's non-payment of any
liquidated damages associated with its non-filing of the registration statement
to be filed by the Company with the Commission in respect of the Registrabable
Seucirites and (ii) any liquidated damages associated with its non-filing of its
Registration Statement that have accrued and were due and payable as of the date
of December 8, 2005. In addition, the filing and effective dates for the
Registration Statement were extended to January 31, 2006 and March 30, 2006,
respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Amendment and Waiver entered by and between the Company and
Laurus dated December 8, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THINKPATH INC.
BY: /S/ KELLY HANKINSON
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Name: Kelly Hankinson
Title: Chief Financial Officer
Dated: December 12, 2005