FindEx.com, Inc. Form 8-K July 20, 2006
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): July 20, 2006
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29963
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88-0378462
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11204
Davenport Street, Suite 100, Omaha, Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(402)
333-1900
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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))
Section
2 - Financial Information
Item
2.03 Creation of a Direct Financial Obligation of a
Registrant.
On
July
20, 2006, FindEx.com, Inc. (the “Company”) entered into a loan agreement with W.
Sam Chandoha (the “Lender”) for the principal sum of one hundred fifty thousand
dollars ($150,000) to fund an existing working capital deficit. The loan was
evidenced by a convertible secured promissory note (the “Secured Note”), bearing
interest at a rate of ten percent (10%) per thirty-day period, and, pursuant
to
a separate security agreement (the “Security Agreement”), was secured by a first
priority security interest in all of the Company’s assets, including the
intellectual property comprising the software products upon which it is
dependent for revenue. In further consideration of the loan, the Company issued
the Lender a three-year common stock purchase warrant (the “Warrant”, and,
together with the Secured Note and Security Agreement, the “Agreements”) to
acquire up to an aggregate of one hundred thousand (100,000) shares of the
Company’s common stock, par value $0.001 per share, at an exercise price per
share of $0.07, the market price of the Company’s common stock on the date of
issuance.
Absent
any default, the principal under the Secured Note, together with all accrued
interest, is due on or before September 18, 2006. Acceleration of the principal
and interest, however, would result in the event of any of a number of
occurrences, including the following:
(i) a
default
on the part of the Company to make the payment obligations as required under
the
Secured Note;
(ii) a
failure
on the part of the Company to transfer, deliver, pledge, assign or grant the
collateral required under the terms of the Security Agreement;
(iii) the
filing or consenting by answer or otherwise by the Company to the entry of
an
order for relief or approving a petition for relief, reorganization or
arrangement or any other petition in bankruptcy for liquidation, or making
an
assignment for the benefit of its creditors, or consenting to the appointment
of
a custodian, receiver, trustee or other officer with similar powers, or being
adjudicated bankrupt or insolvent;
(iv) any
transfer, sale, conveyance or otherwise disposition by the Company of any of
its
material assets; or
(v) entry
by
the Company into any merger, consolidation or corporate reorganization, or,
subject to certain limited exceptions, the transfer of substantially all of
its
assets into another entity.
The
Secured Note contains a conversion feature allowing the Lender to convert all
or
any portion of such amount into restricted shares of the Company’s common stock,
par value $0.001 per share, at a conversion price per share of
$0.07.
Although
there can be no assurance, the Company believes that it will be able to meet
all
of it’s obligations under the Secured Note and the Security Agreement. Because
of the nature of the security interest granted, however, any inability to do
so,
at least within a relatively short period, could potentially result in a loss
of
some or all of the company’s assets, including the intellectual property
comprising the software products upon which it is dependent for revenue. Any
loss of these or other assets will necessarily have a material adverse effect
on
the Company, its business, financial condition, and would likely lead to the
Company’s inability to continue as a going concern.
The
Agreements each contain considerably more detail than set forth herein. Any
summary contained herein does not purport to be a complete description of the
Agreements and is qualified in its entirety by reference to the Secured Note,
the Security Agreement, and the Warrant, copies of which are annexed to this
Current Report on Form 8-K as exhibits 10.1, 10.2 and 10.3, respectively, and
which are incorporated herein by reference. Holders of, and prospective
investors in, our common stock are strongly encouraged to read these agreements
in their entirety.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Description
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10.1
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Convertible
Secured Promissory Note issued by FindEx.com, Inc. to W. Sam Chandoha,
dated July 20, 2006.
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10.2
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Security
Agreement between FindEx.com, Inc. and W. Sam Chandoha, dated July
20,
2006.
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10.3
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Common
Stock Purchase Warrant issued by FindEx.com, Inc. to W. Sam Chandoha,
dated July 20, 2006
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SIGNATURE
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.
| Date:
July 26, 2006 |
FINDEX.COM,
INC.
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By:
/s/ Steven Malone
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Steven
Malone
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President
& Chief Executive Officer
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