Cdex, Inc. (fka CDEX)

[Crow3]

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92377682

ANYBODY wanta hear a fairy tale??
In which the new BOD was born..and the auld one left toon...
In August 2009, four former employees and one former contractor (the “Claimants”) filed demands for arbitration with the American Arbitration Association related to deferred wages of approximately $89,000 and to the ownership of certain equipment. A decision was issued by the Arbitrator which the Company received on June 11, 2010. The decision awarded the Claimants three times their deferred wages, plus attorney fees, totaling approximately $270,000.

This arbitration decision created a financial strain on the Company and as such the Board of Directors was forced to find new sources of financing.

Blame them Rascals..say did'nt WADE, lead that charge?? LOL!! Say, wasn't money already short around the CDEX barn?? LOL!!

On or about August 11, 2010, at the invitation of the then sitting Board of Directors, the Company received an offer for financing from PEMCO, LLC, College Health and Investment LP, and Messrs. Peter Maina, Robert Stewart, Scott A. Newby, Thomas Payne and Milt Datsopoulos. Of these, PEMCO LLC and Messrs. Maina, Stewart, Newby, Payne and Datsopoulos were investors in the Company. Part of the terms in their offer required a change to both the management of the Company and its Board of Directors. The offer presented to the board was a new agreement which granted exclusive distribution rights within the United States for all products developed by the Company for applications specifically related to the field of Oncology to various parties for a period of five years in exchange for cash (“Oncology Distribution Agreement”).

Dang!! And I was giving JB credit for that coup!!!

The Board seated at that time determined that the terms of the financing offer as presented were in the best interests of both the Company and its stockholders and as such at a Board of Directors meeting held August 28, 2010 the Board agreed to the terms of the Oncology Distribution Agreement and appointed as new members of the Board Messrs. Jeffrey K. Brumfield, Frank E. Wren, Brain Jenkins, Thomas Payne and Robert H. Foglesong. Subsequently, Messrs. Carmen J. Conicelli, Jr., Donald W. Strickland, Gregory Firmbach and George Dials resigned from their positions on the Board of Directors. Mr. Strickland resigned from his position as the Company's Chief Executive Officer and Mr. Firmbach resigned from his position as President. The newly seated Board elected Jeffrey K. Brumfield as the Chairman of the Board and Chief Executive Officer. Subsequent to this, effective December 11, 2010, Thomas Payne resigned from the CDEX Board of Directors and effective December 15, 2010 James G. Stevenson, Pharm.D. joined the CDEX Board of Directors.

Good of auld TOM to make room for GUDE OLE JIM!!!
The Company has executed the Oncology Distribution Agreement and has received a total of $483,500 in exchange for the exclusive distribution rights granted under the Agreement. Subsequent to the 2010 fiscal year end, two investors, College Health and Investment LP and Thomas Payne, representing $100,000, withdrew from the Agreement. The signatories to the Agreement are PEMCO, LLC, Messrs. Maina, Stewart, Newby and Datsopoulos. It is believed that none of these individual investors beneficially control 5% or more of the Company’s outstanding stock.

AH SO!! Maybe not so good of auld TOM. He wanted his money back.