0001144204-11-034952.txt : 20110609 0001144204-11-034952.hdr.sgml : 20110609 20110609172159 ACCESSION NUMBER: 0001144204-11-034952 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110609 DATE AS OF CHANGE: 20110609 GROUP MEMBERS: GEMINI STRATEGIES, LLC GROUP MEMBERS: STEVEN WINTERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CDEX INC CENTRAL INDEX KEY: 0001173738 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 522336836 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86270 FILM NUMBER: 11903857 BUSINESS ADDRESS: STREET 1: 1700 ROCKVILLE PIKE STREET 2: STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 301-881-0080 MAIL ADDRESS: STREET 1: 1700 ROCKVILLE PIKE STREET 2: STE 400 CITY: ROCKVILLE STATE: MD ZIP: 20852 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEMINI MASTER FUND LTD CENTRAL INDEX KEY: 0001403092 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 12220 EL CAMINO REAL STE 400 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 585 480 2828 MAIL ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 12220 EL CAMINO REAL STE 400 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13G 1 v225516_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO.___ )*
 
CDEX, Inc.
(Name of Issuer)
 
Common Stock, $0.005 par value
(Title of Class of Securities)
 
12507E102
(CUSIP Number)
 
May 31, 2011
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

 
Page 1 of 7 Pages
 
 

CUSIP No. 12507E102
13G
Page 2 of 7 Pages



 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
                                  (b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
9,182,513
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
9,182,513
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,182,513
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.3%
12
TYPE OF REPORTING PERSON*
 
CO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

CUSIP No. 12507E102
13G
Page 3 of 7 Pages
 
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Strategies, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a)  o
                       (b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
9,182,513
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
9,182,513
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,182,513
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.3%
12
TYPE OF REPORTING PERSON*
 
OO
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 


CUSIP No. 12507E102
13G
Page 4 of 7 Pages
 

 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steven Winters
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a)  o
    (b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
9,182,513
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
9,182,513
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,182,513
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.3%
12
TYPE OF REPORTING PERSON*
 
IN
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 


CUSIP No. 12507E102
13G
Page 5 of 7 Pages
 
Item 1(a). 
Name of Issuer:

CDEX, Inc.

Item 1(b). 
Address of Issuer's Principal Executive Offices:
 
4555 South Palo Verde Road, Suite 123, Tucson, AZ  85714
Item 2(a). 
Name of Persons Filing:
 
Gemini Master Fund, Ltd,
Gemini Strategies, LLC
Steven Winters
 
All of the securities covered by this report are owned directly by Gemini Master Fund, Ltd.  Gemini Strategies, LLC is the investment manager of Gemini Master Fund, Ltd., and Steven Winters is the sole managing member of Gemini Strategies, LLC.  As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that either Gemini Strategies, LLC or Steven Winters is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies, LLC and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities.
 
Item 2(b). 
Address of Principal Business Office or, if none, Residence:
 
Address for all filers:  c/o Gemini Strategies, LLC, 619 South Vulcan, Suite 203, Encinitas, CA 92024
 
Item 2(c).
Citizenship:

Gemini Master Fund, Ltd. was organized under the laws of the Cayman Islands. 
Gemini Strategies, LLC was formed under the laws of the State of Delaware
Steven Winters is a United States citizen.
 
Item 2(d). 
Title of Class of Securities:

Common Stock, $0.005 par value

Item 2(e). 
CUSIP Number:

12507E102

Item 3. 
If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable

 
 
 

CUSIP No. 12507E102
13G
Page 6 of 7 Pages

Item 4. 
Ownership:
 
        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a) 
Amount Beneficially Owned:  9,182,513 shares as of June 9, 2011
 
The Reporting Persons own a total of 9,182,513 shares of Common Stock, all of which are owned of record by Gemini Master Fund, Ltd. (“Gemini”).  Gemini also holds (i) an aggregate of $785,237.42 in principal amount of convertible debentures (“Debentures”) issued to Gemini by the issuer which are convertible into shares of common stock at a conversion price of $0.05, and (ii) 8,000,000 shares of Common Stock issuable upon exercise of a warrant originally issued to Gemini on or about June 25, 2008 and amended on April 29, 2011 (“Warrant”).  The number of shares of Common Stock into which the Debentures are convertible and the Warrant is exercisable at any point in time is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 4.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation").  The Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation.  Therefore, the Debentures and Warrant are not currently convertible or exercisable.

 
(b) 
Percent of Class:  9.3%
 
Based upon 98,758,302 shares of Common Stock outstanding as of June 9, 2011, as disclosed by the issuer to the Reporting Persons.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i) 
sole power to vote or to direct the vote:  0
 
 
(ii) 
shared power to vote or to direct the vote:   9,182,513
 
 
(iii) 
sole power to dispose or to direct the disposition of:  0
 
 
(iv) 
shared power to dispose or to direct the disposition of:  9,182,513

Item 5. 
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable
 
Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control Person:

Not Applicable

Item 8. 
Identification and Classification of Members of the Group:

Not Applicable

Item 9. 
Notice of Dissolution of Group:
 
Not Applicable

 
 
 


CUSIP No. 12507E102
13G
Page 7 of 7 Pages


Item 10. 
Certification:
 
By signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

SIGNATURE
 
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
 
June 9, 2011
  
     
  GEMINI MASTER FUND, LTD.  
 
By:
 GEMINI STRATEGIES, LLC, as investment manager  
       
 
 
 By:   /s/ Steven Winters  
    Name: Steven Winters  
    Title: Managing Member  
       
 
  GEMINI STRATEGIES, LLC  
       
 
By:
/s/ Steven Winters  
  Name:  Steven Winters  
  Title:  Managing Member  
       
       
  /s/ Steven Winters   
  Steven Winters