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): November 21, 2005
Science Dynamics Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-10690 22-2011859
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7150 N. Park Drive, Suite 500
Pennsauken, NJ 08109
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (856) 910-1166
Copies to:
Gregory Sichenzia, 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 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 1.01 Entry into a Material Definitive Agreement.
On November 21, 2005, Science Dynamics Corporation (the "Company")
entered into an Amendment and Waiver agreement with Laurus Master Fund, Ltd.
("Laurus") whereby Laurus waived each Event of Default for the Company's failure
to pay principal and interest on its outstanding secured convertible term note
through November 1, 2005 and for the Company's failure to timely file a
registration statement with the SEC. As consideration for the waiver, the
Company agreed to issue Laurus a seven-year warrant to purchase 3,000,000 shares
of common stock with an exercise price of $0.075 per share (the "Additional
Warrant"). The Company agreed to file a registration statement registering the
resale of the shares issuable upon exercise of the Additional Warrant no later
than February 16, 2006, subject to the terms of the Registration Rights
Agreement dated as of February 11, 2005 between the Company and Laurus. The
Amendment and Waiver agreement is effective when the Company pays Laurus
$32,236.25 of overdue interest under the secured convertible term note and
issues Laurus the Additional Warrant. The Additional Warrant will be issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
Laurus and the Company further agreed that the Company will not be
required to pay principal due December 1, 2005 provided that such principal
payment and all overdue principal payments shall by paid in full on the maturity
date of the secured convertible term note.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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4.1 Secured Convertible Term Note dated February 11, 2005 issued to Laurus
Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
Securities and Exchange Commission on February 18, 2005)
4.2 Common Stock Purchase Warrant dated November 18, 2005
10.1 Securities Purchase Agreement dated February 11, 2005 by and between
Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated
by reference to Form 8-K filed with the Securities and Exchange
Commission on February 18, 2005)
10.2 Registration Rights Agreement dated February 11, 2005 by and between
Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated
by reference to Form 8-K filed with the Securities and Exchange
Commission on February 18, 2005)
10.3 Amendment and Waiver dated as of November 18, 2005 by and between
Science Dynamics Corporation and Laurus Master Fund, Ltd.
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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 hereunto duly authorized.
Science Dynamics Corporation
Date: November 21, 2005 /s/ Paul Burgess
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Paul Burgess
Chief Executive Officer
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