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 29, 2007
Commission File Number 000-52263
CAVIT SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Florida 03-0586935
(State or Other Jurisdiction (I.R.S Employer
of Incorporation or Organization) Identification Number)
100 East Linton Boulevard, Suite 106B,
Delray Beach , Florida 33483
(Address of principal executive offices)
(561)278-7856
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: Not Applicable
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 29, 2007, the Registrant entered into a Common Stock Purchase
Agreement with Vision International Enterprises, S.A. ("Vision"). Subject to the
terms and conditions of agreement with Vision, Vision agreed to purchase
1,250,000 restricted shares of the Registrant's common stock at a purchase price
of $.20 per share. In addition, the Registrant issued to Vision an aggregate of
1,500,000 warrants to purchase the Registrant's common stock at exercise prices
ranging from $.40 to$3.00 per share. The warrants have varying expiration dates
ranging from six months to forty-eight months. A copy of the agreement with
Vision is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Also, on November 29, 2007, the Registrant entered into a Common Stock
Purchase Agreement with Isthmus Investments Management, S.A. ("Isthmus").
Subject to the terms and conditions of agreement with Isthmus, Isthmus agreed to
purchase 1,250,000 restricted shares of the Registrant's common stock at a
purchase price of $.20 per share. In addition, the Registrant issued to Isthmus
an aggregate of 1,500,000 warrants to purchase the Registrant's common stock at
exercise prices ranging from $.40 to$3.00 per share. The warrants have varying
expiration dates ranging from six months to forty-eight months. A copy of the
agreement with Isthmus is attached hereto as Exhibit 10.2 and incorporated
herein by reference.
Vision and Isthmus have both indicated to the Registrant that they will
begin funding the above agreements on November 30, 2007.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES
See Item 1.01, above.
While the Registrant has not issued any of the shares of common stock or
the warrants being purchased by Vision and Isthmus, it has agreed to issue to
each of Vision and Isthmus an aggregate of 1,250,000 shares of common stock and
1,500,000 warrants to purchase common stock.
No underwriters or broker-dealers were involved in any of the above
transactions.
The above transactions were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended, and did not involve any public
offering, as it was limited to small number of investors. Vision and Isthmus
received adequate information about the Registrant and had such knowledge and
experience in financial and business matters that they were able to evaluate the
merits and risks of an investment in our common stock and warrants. Vision and
Isthmus advised the Registrant that they were acquiring such securities for
investment purposes only and not with a view to, or in connection with, any
distribution thereof. Appropriate restrictive legends were imprinted on the
warrant certificates issued to Vision and Isthmus and will be imprinted on the
share certificates issued to the above persons as the above agreements are
funded and if and when any or all of the warrants are exercised.
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ITEM 7.01. REGULATION FD DISCLOSURE
On November 30, 2007, the Registrant issued a press release. A copy of the
press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Exhibit
- ----------- -------
10.1 Agreement between Cavit Sciences, Inc. and Vision International
Enterprises, S.A. dated November 29, 2007
10.2 Agreement between Cavit Sciences, Inc. and Isthmus Investments
Management, S.A. dated November 29, 2007.
99.1 Press Release dated November 30, 2007
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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 authorized.
Date: November 30, 2007 CAVIT SCIENCES, INC.
By: /s/ Colm J. King
-------------------------------------
Colm J. King
President and Chief Executive Officer
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Exhibit Index
Exhibit No. Exhibit
- ----------- -------
10.1 Agreement between Cavit Sciences, Inc. and Vision International
Enterprises, S.A. dated November 29, 2007
10.2 Agreement between Cavit Sciences, Inc. and Isthmus Investments
Management, S.A. dated November 29, 2007.
99.1 Press Release dated November 30, 2007