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): April 11, 2005
CELL ROBOTICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<Table>
<Caption>
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)
</Table>
Registrant's telephone number, including area code: (505) 343-1131
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 April 11, 2005, Cell Robotics International, Inc. (the "Company")
entered into a Warrant (the "Warrant") with CRII-SASCO Business Trust (the
"Holder"). The Holder has agreed to pay $160,000 for the Warrant within five
business days from the Holder's receipt of the Warrant executed by the Company.
The Company delivered the executed Warrant on April 12, 2005.
The Warrant entitles the Holder to purchase from the Company, up to
16,000,000 shares of Common Stock at an exercise price of $0.25 per share. The
Warrant is exercisable for a period of six months from April 12, 2005. The
Holder is required to exercise the Warrant in four equal increments of 4,000,000
shares each upon the Company's satisfaction of specified covenants defined for
each increment. The proceeds from any exercise increment would be $1.0 million.
If the Warrant is fully exercised the aggregate gross proceeds to the Company
would be $4.0 million. The shares purchased upon exercise of the Warrant are not
required to be registered under the Securities Act. If the Warrant is fully
exercised, the Holder will become a substantial shareholder, constituting
approximately 40% of the total outstanding shares of common stock of the Company
based on the Company's current outstanding shares.
The exercise of the Warrant by the Holder is subject to the Company
satisfying specified covenants as described in Exhibit B attached to the
Warrant. As to any 4,000,000 share exercise increment, the Holder is not
required to exercise all or any part of the Warrant relating to such increment
until the covenants pertaining to the exercise increment as described in Exhibit
B to the Warrant are fully satisfied. There can be no assurances that the
Company will satisfy the conditions relating to any exercise of the Warrant. The
Company is also required to comply with certain covenants described in Exhibit C
of the Warrant. The covenants that are a condition to exercise include, among
others:
o The Company must use its best efforts to pursue negotiated
settlements with its note holders as a condition to the first
4,000,000 share exercise increment under the Warrant.
o The Company must negotiate reasonable modifications to its
loan facility maturing July 1, 2005 as a condition to the
second 4,000,000 share exercise increment under the Warrant.
Presently, the principle balance outstanding under this
facility is $1.5 million.
o Holder must submit two nominees to the Company's Board of
Directors, the first of which must be nominated and appointed
as a condition to the first 4,000,000 share exercise increment
under the Warrant I and the second of which must be nominated
and appointed as a condition to the second 4,000,000 share
exercise increment under the Warrant.
o The Company must prepare employment contracts with its current
chief executive officer and its current chief operating
officer as a condition to the first 4,000,000 share exercise
increment under the Warrant.
o The Company must complete an independent and certified
valuation of its intellectual property and its enterprise
value as a condition to the third 4,000,000 share exercise
increment under the Warrant.
o The Company must initiate a search for a permanent chief
financial officer as a condition to the first 4,000,000 share
exercise increment under the Warrant.
o The Company must submit a plan and schedule for the calling of
shareholder meeting as a condition to the fourth 4,000,000
share exercise increment under the Warrant.
The above discussion of the Warrant is a summary description of certain terms
and conditions of that instrument and is qualified in its entirety by the terms
and conditions of the Warrant. For complete descriptions of the rights and
obligations summarized in this report, reference must be made to the Warrant
attached hereto as Exhibit 10.01 and incorporated by reference herein.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information included in Item 1.01 is incorporated herein by
reference. 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. The Company anticipates using the proceeds from any exercise
of the Warrant to repay existing indebtedness and for working capital and
general corporate purposes. If the Warrant is fully exercised, the Company's
existing shareholders will be substantially diluted.
The Company has 50,000,000 shares of common stock authorized and an
aggregate of approximately 46,000,000 shares outstanding and reserved for
issuance under outstanding warrants, options and other securities, including the
shares reserved underlying the Warrant. Therefore, the Company may be required
to seek shareholder approval to authorize additional shares of common stock in
order to consummate any additional fund raising efforts. There can be no
assurance that the Company would be able to timely obtain such shareholder
approval, if at all, which could have a material adverse impact on its financial
position and on its ability to conduct future fund raising efforts.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Warrant Agreement dated April 11, 2005 between the Company and
CRII-SASCO Business Trust
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: April 15, 2005 By: /s/ Eutimio Sena
--------------------------------------
Eutimio Sena, Chief Executive Officer,
President and Director
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Warrant Agreement dated April 11, 2005 between the Company and
CRII-SASCO Business Trust