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: July 18, 2007
Sionix Corporation
(Exact name of registrant as specified in its charter)
Nevada 2-95626-D 87--0428526
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2082 Michelson, Suite 306
Irvine, CA 92612
(Address of principal executive offices)
Registrant's telephone number, including area
code:
(949) 752-7980
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement
In connection with an offering of Subordinated Convertible Debentures
described in more detail under Item 3.02 below, Sionix Corporation ("Sionix")
has entered into the following material definitive agreements:
(a) a Securities Purchase Agreement with each of the purchasers , which
provides for, among other things, (i) the purchase of Subordinated Convertible
Debentures by each purchaser and (ii) the issuance of common stock purchase
warrants to each purchaser; and
(b) a Registration Rights Agreement with each Purchaser which obligates
Sionix to prepare and file with the Securities and Exchange Commission one or
more registration statements under the Securities Act of 1933, as amended, to
register the resale of certain shares of Common Stock as described below.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On July 18, 2007 Sionix completed an offering of $1,025,000 of
Subordinated Convertible Debentures to a group of institutional and accredited
investors. The Subordinated Convertible Debentures are convertible into shares
of Common Stock of Sionix at an initial conversion rate of $ .22 per share,
subject to antidilution adjustments. For each $100,000 of Convertible Debentures
purchased, the investor received Warrants to purchase 227,272 shares of Common
Stock. Each Warrant entitles the holder to purchase one share of common stock of
Sionix (the "Warrant Shares") for a period of five years at a price of $0.50 per
Warrant Share.
Under the terms of the Registration Rights Agreement, Sionix is
required to file a registration statement under the Securities Act of 1933 in
order to register the resale of the shares of Common Stock issuable upon
conversion of the Subordinated Convertible Debentures and exercise of the
Warrants (collectively, the "Registrable Securities"). If Sionix does not file a
registration statement with respect to the Registrable Securities within
forty-five days following the closing of the Offering, or if the Registration
Statement is not declared effective by the Securities and Exchange Commission
within 90 days, then Sionix must pay to each purchaser damages equal to 1.5% of
the purchase price paid by the purchaser for its Subordinated Convertible
Debentures, for each 30 days that transpires after these deadlines. The amount
of the aggregate damages payable by Sionix is limited to 15% of the purchase
price.
Southridge Investment Group LLC, Ridgefield, Connecticut ("Southridge")
acted as agent for Sionix in arranging the transaction, and received a placement
fee of $102,500. Southridge also received warrants to purchase 698,863 shares of
Common Stock of Sionix, on the same terms and conditions as the Warrants issued
to the purchasers.
Sionix believes that the offering and sale of the Subordinated
Convertible Debentures, Warrants and underlying Common Stock were exempt from
the registration requirements of the Securities Act of 1933, as amended, by
reason of Regulation D thereunder or Section 4(2) thereof.
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.
Sionix Corporation, a Nevada corporation
By: /s/ James J. Houtz
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James J. Houtz, President
Date: July 24, 2007