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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 2004
CELL ROBOTICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Colorado 5049-05 84-1153295
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 343-1131
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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:
[ ] Written communications 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))
[ ] Section 1 - Registrant's Business and Operations
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 4, 2004, Cell Robotics International, Inc. (the "Company")
entered into an Amended and Restated Loan and Security Agreement (the "Facility
Agreement") between the Company and F.A. Voight & Associates (the "Lender"). The
Lender is a significant shareholder and major creditor of the Company. Pursuant
to the Facility Agreement and as described in Item 5.02 below, Frederick A.
Voight, President of the Lender, was also appointed as a Director of the
Company.
The Facility Agreement amends and restates the Company's Amended and
Restated Loan Agreement dated July 2, 2004 with the Lender. The Facility
Agreement increases the available borrowing from $1,000,000 to $2,000,000 and
extends the maturity date from December 31, 2004 to July 1, 2005. As of December
4, 2004, the Company has borrowed the entire amount of $1,000,000 under the
August 29, 2003 and the July 2, 2004 agreements. The Company agreed to pay a
facility fee of $25,000 in cash and 400,000 shares of its common stock in
connection with the execution of the Facility Agreement. The Company agrees to
pay 2% of the total advances under the Facility Agreement for every 30-day
period as interest. The Facility Agreement also requires the Company to issue to
the Lender warrants to purchase 80,000 shares of common stock for each $100,000
advanced under the Facility Agreement. The warrants are exercisable for a period
of three years from the date of issuance and have an exercise price of $0.375
per share. The Company has agreed to register the common stock underlying the
warrants on Form SB-2 or similar registration statement with the SEC within 180
days of the Lender's exercise of the warrants.
The Company has signed a promissory note for an initial $250,000 draw
against the Facility Agreement of which a net amount of $135,000 ($250,000 draw
less accrued interest of $90,000 and the cash facility fee of $25,000) shall be
available to the Company on ten day written notice, but not before December 15,
2004. Subsequent draws under the Facility Agreement shall be at the discretion
of the Company upon thirty days written notice and shall not exceed $250,000.
The Company is not obligated to make any subsequent draws or take down any
specific amount of the Facility Agreement beyond the first scheduled draw if the
Company chooses not to do so.
The Facility Agreement includes the following conversion provisions:
o The Lender may request at any time and for a period of fifteen
(15) days that any outstanding debt owed under this Facility
Agreement may be paid using shares of common stock in exchange
for cash payment of any part of the outstanding amount owed.
This exchange would be at the conversion rate of one share of
the Company's common stock for every twenty-five cents ($0.25)
outstanding under the Facility Agreement (as adjusted for
stock splits or other adjustments made to the Company's common
stock to allow for an equivalent rate of conversion).
o If the Company shall complete the sale of at least $1,000,000
of preferred shares or $2,000,000 of common shares prior to
April 15, 2005, at the election of the Company $1,000,000 of
the obligation outstanding under the Facility Agreement shall
be converted into preferred shares, provided that the rights
of these shares are substantially similar to the following
rights: (1) a liquidation preference over common shares; (2)
convertible into common shares at a conversion price of $0.25
per share; (3) conversion of the preferred shares are
mandatory if at least $2,000,000 of other equity is raised by
the Company by December 31, 2004, or when the Company achieves
a market value of $25,000,000, or annual revenues of
$10,000,000; (4) pays a dividend in additional preferred
shares at the annual rate of 12% of which the dividend is to
be paid on a semi-annual basis and (5) each preferred share
has voting rights equal to 400 common shares, equivalent of
the correspondent of the common shares after conversion.
The Company's obligations under the Facility Agreement is secured by
the Company's accounts receivable, inventory, an interest in the Company's
intellectual property related to the workstation and ultra-light products, and
the worldwide manufacturing and marketing rights to the Infant Lasette product.
If the Lender exercises its rights and remedies under the Facility Agreement, it
must do so first in respect of its intellectual property of the Workstation and
Ultralight products. If those proceeds do not satisfy the amount owing under the
facility, then it may exercise its rights and remedies under the Facility
Agreement in respect of the manufacturing and marketing rights of the Infant
Lasette product.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The Company has signed a promissory note for an initial $250,000 draw
against the Facility Agreement of which a net amount of $135,000 ($250,000 draw
less accrued interest of $90,000 and the cash facility fee of $25,000) shall be
available to the Company on ten day written notice, but not before December 15,
2004. Subsequent draws under the Facility Agreement shall be at the discretion
of the Company upon thirty days written notice and shall not exceed $250,000.
The Company is not obligated to make any subsequent draws or take down any
specific amount of the Facility Agreement beyond the first scheduled draw if the
Company chooses not to do so.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Company agreed to pay a facility fee of 400,000 shares of its
common stock in connection with the execution of the Facility Agreement. The
Facility Agreement also requires the Company to issue to the Lender warrants to
purchase 80,000 shares of common stock for each $100,000 advanced under the
Facility Agreement. The warrants are exercisable for a period of three years
from the date of issuance and have an exercise price of $0.375 per share. The
outstanding obligations under the Facility Agreement are be convertible into the
Company's preferred shares, as described in Item 1.01 above. The Company has
agreed to register the common stock underlying the warrants on Form SB-2 or
similar registration statement with the SEC within 180 days of the Lender's
exercise of the warrants. The issuance of the securities described above was
made in reliance upon the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Pursuant to the Facility Agreement referred to in Item 1.01 above, the
Company agreed to appoint Frederick A. Voight as a member of its Board of
Directors. Mr. Voight was appointed as a Director effective December 4, 2004.
Mr. Voight, age 47, is the President of F.A. Voight & Associates, which is a
business and financial consultant firm, since October 1994. From 1977 to 1994,
Mr. Voight served as chief executive officer of Skylands Park Management, Inc.
and Mohawk Lumber Home Centers.
ITEM 7.01 REGULATION FD DISCLOSURE
1. The Company is seeking to raise funds through a private placement
consisting of up to 3,400,000 shares of its restricted common stock exempt from
registration under the Securities Act of 1933, as amended. The terms of the
private placement of common stock are to be determined by market conditions at
the time of offering.
The Company is also seeking to raise funds through a private placement
consisting of up to 25,000 shares of a Series A preferred stock offering. The
preferred shares are contemplated to have a conversion to common stock feature.
The Private Placement Preferred Shares will have terms and rights substantially
similar to those set forth in Exhibit "D" of Exhibit 10.1 to this filing and
captioned, Amended and Restated Loan and Security Agreement.
The raising of any additional funds by issuing common stock, preferred
stock or other types of equity securities would further substantially dilute our
existing shareholders. The information in this Form 8-K and the Exhibit attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
2. The execution of the Facility Agreement between the Company and F.A.
Voight & Associates (the "Lender") referred to in Item 1.01 and the appointment
of Mr. Fred Voight as Director referred to in Item 5.02 above, constitutes a
related party transaction and an Affiliate relationship, as defined by the
Securities laws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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10.1 Amended and Restated Loan and Security Agreement dated
December 4, 2004 between the Company and F.A. Voight &
Associates, including Exhibits A through D thereto
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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 thereunto duly authorized.
CELL ROBOTICS INTERNATIONAL, INC.
Date: December 9, 2004 By: /s/ Eutimio Sena
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Eutimio Sena, Chief Executive Officer,
President and Director
EXHIBIT INDEX
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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10.1 Amended and Restated Loan and Security Agreement dated
December 4, 2004 between the Company and F.A. Voight &
Associates, including Exhibits A through D thereto
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