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
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7150 N. Park Drive, Suite 500
Pennsauken, NJ 08109
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(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
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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
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Joe Noto
Chief Financial Officer