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
October 26, 2005
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Date of Report
(Date of Earliest Event Reported)
OMNI MEDICAL HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 0-26177 87-0425275
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
1257 Lake Plaza Drive, Suite 219
Colorado Springs, Colorado 80906
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(Address of Principal Executive Offices)
(719)884-2131
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Registrant's Telephone Number
Not Applicable
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(Former Name or Former Address if changed Since Last Report)
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 14-a-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 October 26, 2005, Omni Medical Holdings, Inc., a Utah corporation ("Omni"
or the "Company") entered into a Note Purchase Agreement (the "Note Purchase
Agreement") with Sigma Opportunity Fund, LLC, a Delaware limited liability
company, ("Sigma"). See Exhibit 10.1, which is attached hereto and
incorporated herein by reference. See Item 9.01.
Under the Note Purchase Agreement, Sigma purchased from Omni Senior Note Due
2006 for $400,000 (the "Note"), and in connection with this purchase, the
Company shall issue to Sigma warrants (the "Warrants") to purchase 15,000
pre-split shares of Omni common stock for each $1,000 principal amount of the
Note for an aggregate of 6,000,000 pre-split shares (see below for information
about the Company's one for four reverse split that is to be effective on
November 4, 2005, that will reduce the number of Warrants to 1,500,000
Warrants) until October 26, 2012 (the "Warrant"). See Exhibits 10.2 and 10.3,
which are attached hereto and incorporated herein by reference. See Item
9.01.
The following is a summary of certain additional material provisions of the
Note Purchase Agreement; defined terms have the meanings attributed to them in
the transaction documents:
* Omni shall file its reports that are required to be filed
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") at all times material to the "Registration Period."
* Sigma has first right of refusal on certain future offerings made
by Omni.
* As long as Sigma holds any of the securities, Omni will not issue
any securities, including common stock and common stock
equivalents.
* Omni will not pledge or encumber any of its or its Subsidiaries
properties or assets, and Omni and its Subsidiaries will execute and
deliver the holder a Security Agreement within 30 days of closing
that will cover all such property and assets.
The following is a summary of certain additional material provisions of the
Note; defined terms have the meanings attributed to them in the transaction
documents:
* The Maturity Date of the Note is April 26, 2006.
* Interest accrues at 5% per annum and 12% per annum if there is a
default.
* The holder has the right to convert the Note into any New Financing
on the same terms and conditions.
* The holder can require the Company to repurchase the Note in the
event of the occurrence of Repurchase Event.
The following is a summary of certain additional material provisions of the
Warrant; defined terms have the meanings attributed to them in the transaction
documents:
* Within 90 days of the Closing, Omni will prepare and file with the
SEC a Registration Statement which covers the resale by Sigma of a
number of shares of common stock equal to the number of Warrant
shares issuable upon exercise of the Warrant.
* Sigma also has piggyback registration rights.
* The Warrant exercise price is $0.001 per share (to be adjusted to
$0.005 per shares following the reverse split to be effective on
November 4, 2005.
* The Warrant has a cashless exercise provision.
The foregoing summaries are modified in their entirety by reference to the
Note Purchase the Note and the Warrant. See Item 9.01.
The Company effected a one for four reverse split of its outstanding
securities that will be effective November 4, 2005, at which time 12,500,000
shares will be outstanding. That will reduce the number of Warrants issuable
under the Warrant to 1,500,000. See the Company's 8-K Current Report dated
October 25, 2005, filed on that date with the SEC.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
(a) See Item 1.01 above.
Item 3.02. Unregistered Sales of Equity Securities.
(a) See Item 1.01 above.
(c) There were no underwriting discounts or commissions payable in
connection with the Note Purchase Agreement.
(d) We relied on Rule 506 of Regulation D of the SEC as an exemption from
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and: (i) Sigma is an "accredited investors"; (ii) it was provided with
access to all material information about us at a reasonable time prior to the
execution and delivery of the Note Purchase Agreement; and (iii) Sigma was
afforded an opportunity ask questions of and receive answers from any of our
directors or executive officers with respect to us a reasonable time prior to
any investment.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description Exhibit No.
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Note Purchase Agreement 10.1
Senior Note Due 2006 10.2
For $400,000
Common Stock Purchase Warrant 10.3
For the right to purchase
6,000,000 shares of common stock
of Omni Medical Holdings, Inc.
8-K Current Report dated October 25, 2005, filed on that
date with the SEC*
* Incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
OMNI MEDICAL HOLDINGS, INC.
Date: 11/4/2005 By /s/ Arthur D. Lyons
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Arthur D. Lyons
Director and President