Cobalis, Corp., 8K, 03/16/2007
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): March 16, 2007
Commission
File Number: 000-49620
Cobalis
Corp.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
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91-1868007
(I.R.S.
Employer Identification No.)
|
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2445
McCabe Way, Suite 150, Irvine, CA
(Address
of principal executive offices)
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92614
(Zip
Code)
|
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(949)
757-0001
(Registrant’s
Telephone Number, Including Area Code)
|
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
As
previously reported, on December 20, 2006, ("Agreement Date") the Registrant,
Cobalis Corp., a Nevada corporation ("we"), entered into a Securities Purchase
Agreement with Cornell Capital Partners, L.P. ("Cornell Capital"), pursuant
to
which we agreed to issue up to an aggregate principal amount of $3,850,000
of
convertible debentures ("Purchase Price"). Of that amount, the $2,500,000
convertible secured debenture (the “Closing Debenture”) has been issued and was
funded on or about December 23, 2006.
On
February 20, 2007, we filed a registration statement (the “Registration
Statement”) with the Securities and Exchange Commission (“SEC”) registering
7,024,085 shares of common stock in the name of Cornell Capital pursuant to
a
Registration Rights Agreement between us and Cornell Capital dated December
20,
2006 (the “Rights Agreement”). Accordingly, the first $675,000 convertible
debenture (the “Filing Debenture”), was then issued and funded. On March 16,
2007, the Registration Statement was declared effective. The second $675,000
convertible debenture (the “Final Debenture”), attached hereto as Exhibit
10.6.2, was then issued and funded. Accordingly, we have now received aggregate
gross proceeds of $3,850,000 as of the date of this report.
The
Final
Debenture is convertible at the option of Cornell Capital any time up to
maturity at a conversion price equal to the lesser of the fixed conversion
price
of $0.9955, or the market conversion price, defined as 90% of the average
of the lowest three daily volume weighted average trading prices per share
of
our common stock during the fifteen (15) trading days immediately preceding
the
conversion date, as quoted by Bloomberg, LP. We may, at our option, redeem
the
debenture beginning four months after the Registration Statement was declared
effective by the SEC.
The
Final
Debenture has a two-year term and accrues interest at 8% per year payable in
our
common stock at the rate equal to the conversion price of the debenture in
effect at the time of payment. Interest and principal payments on the Final
Debenture is due on the maturity date of March 16, 2009.
The
Final
Debenture, like the Closing Debenture and the Filing Debenture, is secured
by a
security agreement with Cornell Capital, which is secured by all our assets,
including, but not limited to, assets acquired from Gene Pharmaceuticals, LLC,
including the patents for our primary product under development, pursuant to
an
Asset Pledge Statement. The debentures are also secured by a pledge of 8,400,000
shares of our common stock which are owned by Radul Radovich, one of our
directors, and his affiliated entities, which comprises approximately 23.6
% of
our currently issued and outstanding common stock. Finally, our officers and
directors have executed lock-up agreements restricting the sale of shares of
our
common stock that they own for a period extending for 30 days after all amounts
due under the convertible debentures have been paid.
We
plan
to use the proceeds for general corporate purposes and for working capital.
We
agreed to pay Yorkville Advisors a fee of 10% of each tranche of the Purchase
Price. Therefore, the net proceeds to us from the Final Debenture are
$607,500.
Issuance
of the securities sold was exempt from registration pursuant to Rule 506 of
Regulation D promulgated under Section 4(2) of the Securities Act. The
securities were sold to an accredited investor in a private transaction without
the use of any form of general solicitation or advertising. The underlying
securities are “restricted securities” subject to applicable limitations on
resale.
Item
2.03. Creation
of a Direct Financial Obligation.
See
Item
1.01 above.
Item
3.02. Unregistered
Sales of Equity Securities
See
Item
1.01 above.
Item
5.02. Compensatory
Arrangements of Certain Officers
On
March
20, 2007, we executed a consulting agreement with our Interim Chief Financial
Officer, Kevin Pickard, to memorialize the terms of his engagement with us.
The
terms of his one-year engagement were effective as of the date of his
engagement, December 19, 2006, as previously reported. In exchange for his
services, Mr. Pickard will receive cash fees of $4,166.67 per month, plus four
separate grants of 50,000 shares of our common stock due on the following dates:
January 1, 2007; April 1, 2007; July 1, 2007; and October 1, 2007. The grant
of
shares for January 1, 2007 has not yet been made. The agreement is attached
hereto as Exhibit 10.16.
Item
8.01 Other
Events
On
March
22, 2007, we issued the press release announcing the closing on the financing
transaction described above with Cornell Capital as set forth in Exhibit
99.1.
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Item
9.01
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Exhibits
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10.6.2
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Secured
Convertible Debenture (“Final Debenture”) for $675,000
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10.16
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Consulting
Agreement with Kevin Pickard, Interim CFO
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99.1
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Press
Release dated March 22, 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
duly authorized.
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Cobalis
Corp. |
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| Date: March
22, 2007 |
By: |
/s/ Chaslav
Radovich |
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Chaslav
Radovich,
President |
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