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: March 29, 2006
Corgenix Medical Corporation
(Exact Name of registrant as specified in its charter)
Nevada 000-24541 93-1223466
(State or other ommission File Number) I.R.S. Employer
jurisdiction Identification No.)
of incorporation) C
12061 Tejon Street
Westminster, Colorado 80234
(Address, including zip code, of principal executive offices)
(303) 457-4345 (Registrant's telephone number
including area code)
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))
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Charles H. Scoggin, M.D. and Larry G. Rau were appointed to the Company's
Board of Directors on March 27, 2006. The Company will also recommend that
Dr. Scoggin and Mr. Rau be elected by shareholders at the upcoming annual
shareholders meeting tentatively scheduled to be held in December, 2006. Dr.
Scoggin's and Mr. Rau's backgrounds are described in the attached press
release which was distributed on March 27, 2006. It is expected that Dr.
Scoggin and Mr. Rau will serve on the Company's Audit, Compensation and
Nominating Committees. Both gentlemen, as outside directors, will be
compensated by the annual issuance of stock options and a cash payment per
board and committee meeting attended.
ITEM 8.01 Other Events
The Company has agreed, pursuant to the agreements entered into with Barron
Partners, L.P. ("Barron") in December 2005, to ensure that a majority of the
members of the board of directors, and a majority of the compensation and audit
committees, are qualified independent directors, as defined by the NASD, within
90 days after December 28, 2005, or March 28, 2006. If the board fails to meet
either the majority board or majority committee requirement, then in each
instance the Company is contractually obligated to pay to Barron $20,000 for
each month during which this requirement has not been met, which may be paid, at
the Company's election, in cash or additional shares of preferred stock. At this
point, with the addition of the new directors referenced above, there are six
directors on the board, three of whom are independent, and each of the
committees, namely the audit, nominating, and compensation committees, are
staffed entirely by independent directors. The Company has reached an
understanding with Barron that the payment provisions noted above will not be
enforced by Barron since the Company is making concrete progress in terms of
locating independent directors. The board hopes to add one additional
independent member in the next month or two.
As previously reported, the Company had 40 million shares of common stock
authorized, of which approximately 9.3 million shares were issued and
outstanding, and approximately 30.7 million were reserved for issuance in
December 2005. These shares were reserved to accommodate the exercise or
conversion of warrants, options, and convertible debt. In December 2005, at the
time of the sale of preferred stock to Barron Partners, L.P., there was not
enough preferred stock to accommodate a conversion of all outstanding
convertible securities such as options, warrants, preferred stock, and
convertible debt.
As a result, the $2,000,000 in gross proceeds from Barron was placed into an
escrow account, and the Corgenix shareholders were asked to approve an amendment
to the Company's articles of incorporation increasing the authorized common
shares from 40 million to 100 million (the "Share Increase Amendment"). A
special meeting of the shareholders was held on Friday March 24, 2006, and at
that meeting the Share Increase Amendment was approved by the shareholders. As a
result, the escrow agent has delivered the $2,000,000 plus accrued interest in
escrow funds to Corgenix and released a preferred stock certificate representing
2,000,000 shares of the Company's Series A Convertible Preferred Stock to
Barron. The Share Increase Amendment to the Articles of Incorporation will be
filed promptly in the State of Nevada.
ITEM 9.01 Financial Statements and Exhibits
a) Not applicable.
b) Not applicable.
c) Exhibits:
99.1 Press Release dated March 28, 2006 regarding appointment of new
board members.
Statements in this report that are not strictly historical facts are "forward
looking" statements (identified by the words "believe", "estimate", "project",
"expect" or similar expressions) within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Factors that would cause or contribute to such
differences include, bus are not limited to, continued acceptance of the
Company's products and services in the marketplace, competitive factors, changes
in the regulatory environment, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission. The
statements in this report are made as of today, based upon information currently
known to management, and the Company does not undertake any obligation to
publicly update or revise any forward-looking statements.
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.
CORGENIX MEDICAL CORPORATION
Date: March 29, 2006 By: /s/ Douglass T. Simpson
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Douglass T. Simpson, President