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): December 26, 2006
AngioGenex, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-26181 86-0945116
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
425 Madison Avenue, Suite 902, New York N.Y. 10017
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(Address of principal executive offices) (Zip Code)
(212) 874-6608 (212) 874-5027
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Issuer's Telephone Number Fax
Not applicable
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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))
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Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
On December 26, 2006, eight (8) shareholders notified the Company
of their intent to convert $875,000 in convertible notes with the accrued
interest of $90,114 into 7,050,285 shares of AngioGenex common stock. The
note holders purchased the $875,000 convertible subordinated debentures
between December 19, 2003 and March 31, 2004. Upon conversion the eight
shareholders are:
R. Salvador, President and CEO (converting $75,000 debt to 605,488 shares);
G. Gould, Director and VP (converting $25,000 debt to 201,517 shares);
M. Strage, Chairman of the Board, (converting $25,000 debt to 202,011 shares);
G. Stoller, (converting $20,000 debt to 161,073 shares); S.C. Espey,
(converting $50,000 debt to 402,930 shares); Bourne International,
(converting $150,000 debt to 1,208,829 shares); Granadilla Holdings Ltd.
(converting $500,000 debt to 4,026,827 shares); R. M. Urvater (converting
$30,000 debt to 241,610 shares).
Item 3.02 Unregistered Sale of Equity Securities.
On December 26, 2006 the Board of Directors approved the issuance
of 7,050,285 shares of its common stock to R. Salvador, G. Gould, M. Strage,
G. Stoller, S.C. Espey, Bourne International, Granadilla Holdings Ltd. and
R. M. Urvater upon conversion of $875,000 convertible subordinated
debentures and $90,114 in accrued interest. No commission or other
remuneration has been or will be paid or given directly or indirectly to
anyone to solicit the conversion and no advertising has been or will be
undertaken by the Company with respect to the conversion. Based upon these
facts, the Company intends to rely upon Sections 3(a)(9) and 4(2) of the
Securities Act of 1933, as amended, as its basis for claiming an exemption
from registration. The conversion shares are unregistered securities and
are subject to a "Lock-Up" from the date hereof until the date that is six
months after the registration statement as filed with the SEC covering the
resale of the shares of the company's Common Stock.
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.
AngioGenex, Inc.
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Registrant
By: /s/ Richard Salvador
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Name: Richard Salvador
Title: President/CEO
Dated: December 27, 2006
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