SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 14, 2005
TECHNEST HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEVADA 000-27023 88-0357272
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
90 GROVE STREET, SUITE 205, RIDGEFIELD, CT 06877
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(Address of Principal Executive Offices) (Zip Code)
(203) 431-1611
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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).
[ ] 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))
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This report on Form 8-K contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements in these
sections. All statements regarding our expected financial position, business and
financing plans are forward-looking statements. These statements can sometimes
be identified by our use of forward-looking words such as "may," "will,"
"should," "expect," "anticipate," "project," "designed," "estimate," "plan" and
"continue." Although we believe that our expectations in such forward-looking
statements are reasonable, we cannot promise that our expectations will turn out
to be correct. These forward-looking statements generally relate to plans and
objectives for future operations and are based upon reasonable estimates and
assumptions regarding future results or trends. These forward-looking statements
are subject to certain risks, uncertainties and assumptions relating to Technest
Holdings, Inc. ("Technest", the "Company", "we" or "our"). Factors that could
cause actual results to differ materially from Technest expectations include the
uncertainty regarding Technest's ability to repay existing indebtedness, lack of
continuing operations, possible inability of Technest to continue in business
and other risks detailed from time to time in Technest's SEC reports. No
assurance can be given that investors of Technest will retain any level of
value. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, the Company's future performance and
actual results of operations may vary significantly from those anticipated,
projected, believed, expected, intended or implied. The Company undertakes no
obligation to update any of the forward-looking statements, which speak only as
of the date they were made.
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
Greenfield Engagement Agreement
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On February 14, 2005 Technest Holdings, Inc. ("Technest") entered into an
Engagement Agreement (the "Agreement") with Greenfield Capital Partners, LLC
("Greenfield") whereby Greenfield agreed to act as Technest's exclusive
placement agent for the issuance of debt or equity securities for a term of 180
days. Greenfield also agreed to act as Technest's advisor in connection with
related financial advisory and investment banking services. Technest agreed not
to initiate any discussions regarding financings or transactions with
prospective investors during the term of the Agreement except through
Greenfield. Furthermore, Technest will inform Greenfield of any inquiries it
receives from prospective investors so that Greenfield may evaluate such
investor and assist in subsequent negotiations. In return for Greenfield's
services Technest will pay a cash placement fee equal to 10% of any gross
proceeds received by Technest in connection with a financing where equity or
debt securities are issued as well as a non-accountable cash allowance of 3% of
any such proceeds. In addition, Greenfield will also receive a 13% fee for the
exercise of any warrants issued pursuant to a financing transaction. The fees
payable to Greenfield under the Agreement apply to transactions that occur
within two years after the end of the term of the Agreement under certain
circumstances. In connection with the Securities Purchase Agreement between
Technest and Southridge Partners LP, Southshore Capital Fund Limited,
ipPartners, Inc, Verdi Consulting, Inc., DKR Soundshore Oasis Holding Fund,
Ltd., DKR Soundshore Strategic Holding Fund, Ltd. and Deer Creek Fund, LP, dated
February 14, 2005, Technest paid $650,000, or 13% of the proceeds, to Greenfield
under the Agreement.
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We have included a description of these transactions and the related agreements
in our Current Report on Form 8-K filed with the Securities and Exchange
Commission (SEC) on February 15, 2005 (File No. 000-28863). The agreements we
entered into in order to effect these transactions were also filed with the SEC
on February 15, 2005 as exhibits to our Current Report on Form 8-K (File No.
000-28863). These filings are public documents available on the SEC's web site
at www.sec.gov. We urge you to obtain and read carefully copies of these
documents before making an investment decision.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
INCORPORATED BY REFERENCE
FILED WITH -----------------------------------
EXHIBIT NO. DESCRIPTION THIS FORM 8-K FORM FILING DATE EXHIBIT NO.
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10.1 Engagement Agreement between Greenfield X
Capital Partners, LLC and Technest
Holdings, Inc., dated February 14, 2005
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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.
THECHNEST HOLDINGS, INC.
By: /s/ Joseph P. Mackin
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Joseph P. Mackin
Officer
Date: February 18, 2005
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EXHIBIT INDEX
INCORPORATED BY REFERENCE
FILED WITH -----------------------------------
EXHIBIT NO. DESCRIPTION THIS FORM 8-K FORM FILING DATE EXHIBIT NO.
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10.1 Engagement Agreement between Greenfield X
Capital Partners, LLC and Technest
Holdings, Inc., dated February 14, 2005
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