8-K 1 v030178_8k.txt 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 21, 2005 Science Dynamics Corporation (Exact name of registrant as specified in its charter) Delaware 000-10690 22-2011859 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 7150 N. Park Drive, Suite 500 Pennsauken, NJ 08109 -------------------- (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (856) 910-1166 Copies to: Gregory Sichenzia, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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)) Item 1.01 Entry into a Material Definitive Agreement. On November 21, 2005, Science Dynamics Corporation (the "Company") entered into an Amendment and Waiver agreement with Laurus Master Fund, Ltd. ("Laurus") whereby Laurus waived each Event of Default for the Company's failure to pay principal and interest on its outstanding secured convertible term note through November 1, 2005 and for the Company's failure to timely file a registration statement with the SEC. As consideration for the waiver, the Company agreed to issue Laurus a seven-year warrant to purchase 3,000,000 shares of common stock with an exercise price of $0.075 per share (the "Additional Warrant"). The Company agreed to file a registration statement registering the resale of the shares issuable upon exercise of the Additional Warrant no later than February 16, 2006, subject to the terms of the Registration Rights Agreement dated as of February 11, 2005 between the Company and Laurus. The Amendment and Waiver agreement is effective when the Company pays Laurus $32,236.25 of overdue interest under the secured convertible term note and issues Laurus the Additional Warrant. The Additional Warrant will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. Laurus and the Company further agreed that the Company will not be required to pay principal due December 1, 2005 provided that such principal payment and all overdue principal payments shall by paid in full on the maturity date of the secured convertible term note. Item 3.02 Unregistered Sales of Equity Securities. See Item 1.01 above. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description ------ ----------------------------------------------------------------------- 4.1 Secured Convertible Term Note dated February 11, 2005 issued to Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on February 18, 2005) 4.2 Common Stock Purchase Warrant dated November 18, 2005 10.1 Securities Purchase Agreement dated February 11, 2005 by and between Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on February 18, 2005) 10.2 Registration Rights Agreement dated February 11, 2005 by and between Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on February 18, 2005) 10.3 Amendment and Waiver dated as of November 18, 2005 by and between Science Dynamics Corporation and Laurus Master Fund, Ltd. 1 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. Science Dynamics Corporation Date: November 21, 2005 /s/ Paul Burgess ---------------------------------------- Paul Burgess Chief Executive Officer 2