8-K 1 v044066_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): APRIL 14, 2006 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. Between April 14, 2006 and May 22, 2006, Science Dynamics Corporation (the "Company") entered into subscription agreements with various accredited investors pursuant to which the Company sold such investors an aggregate of 23,231,733 shares of common stock (the "Shares") and warrants to purchase 11,615,867 shares of common stock (the "Warrants" and together with the Shares, the "Securities"). The Securities were sold as Units, with each Unit consisting of 100 shares of common stock and warrants to purchase 50 shares of common stock with an exercise price of $0.12 per share and exercisable for a period of five years from issuance. The Company agreed to register the resale of the Shares and the common stock issuable upon exercise of the Warrants in the next registration statement (other than on Form S-4 or Form S-8 or their then equivalent forms) that it files with the Securities and Exchange Commission. The sale of the securities was made in reliance upon the exemption from registration requirements provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Each of the investors represented to the Company that they are accredited investors, that they are capable of analyzing the merits and risks of their investment, and that they understand the speculative nature of their investment. 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 Form of $0.12 Warrant 10.1 Form of Subscription Agreement 10.2 Form of Accredited Investor Questionnaire 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: May 22, 2006 /s/ Joe Noto ------------------------------------ Joe Noto Chief Financial Officer