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ADSD +28% 

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 Raises $150,000 from PIPE: Secured Conv Notes + Wts

Wednesday, September 06, 2006 15:16 ET

Addison-Davis Diagnostics, Inc. (OTCBB: ADSD) announced that on September 1, 2006, the Company entered into a Subscription Agreement with a qualified institutional investor pursuant to which the investor subscribed to purchase an aggregate principal amount of $187,500 in a secured convertible promissory note for aggregate purchase price of $150,000 and 2 Class A common stock purchase warrants for each one dollar of the purchase price of the secured convertible notes ($150,000). Each investor shall have the right to convert the secured convertible notes after the date of issuance at any time, until paid in full, at the election of the investor into fully paid and non assessable shares of common stock. The secured convertible notes mature two years after the date of issuance. The conversion price per share shall be the lower of (i) $0.025 or (ii) 65% of the average of the three lowest intra-day trading prices.





Form 8-K for ADDISON DAVIS DIAGNOSTICS


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6-Sep-2006

Entry into a Material Definitive Agreement, Financial Statements and Ex



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 1, 2006, we entered into a Subscription Agreement with a qualified institutional investor pursuant to which the investor subscribed to purchase an aggregate principal amount of $187,500 in a secured convertible promissory note for aggregate purchase price of $150,000 and 2 Class A common stock purchase warrants for each one dollar of the purchase price of the secured convertible notes ($150,000).

Each investor shall have the right to convert the secured convertible notes after the date of issuance at any time, until paid in full, at the election of the investor into fully paid and nonassessable shares of our common stock. The secured convertible notes mature two years after the date of issuance. The conversion price per share shall be the lower of (i) $0.025 or (ii) 65% of the average of the three lowest intra-day trading prices for our common stock for the 20 trading days prior to, but not including, the conversion date as reported by Bloomberg, L.P. on any principal market or exchange where our common stock is listed or traded. The conversion price is adjustable in the event of any stock split or reverse stock split, stock dividend, reclassification of common stock, recapitalization, merger or consolidation. In addition, the conversion price of the secured convertible notes will be adjusted in the event that we spin off or otherwise divest ourselves of a material part of our business or operations or dispose all or a portion of our assets. Our obligation to repay all principal, and accrued and unpaid interest under the convertible notes is secured by all of our assets pursuant to a certain Security Agreement dated as of September 1, 2006.

We issued an aggregate of 300,000Class A common stock purchase warrants to the investors, representing and 2 Class A common stock purchase warrants for each one dollar of the purchase price of the secured convertible notes ($150,000). The Class A warrants are exercisable until five years from the closing date at an exercise price of $0.07 per share. The exercise price of the Class A warrants will be adjusted in the event of any stock split or reverse stock split, stock dividend, reclassification of common stock, recapitalization, merger or consolidation. In addition, the exercise price of the warrants will be adjusted in the event that we spin off or otherwise divest ourselves of a material part of our business or operations or dispose all or a portion of our assets.

We are obligated to file a registration statement registering 150% of the shares of our common stock issuable upon conversion of the secured convertible note and 100% of the shares issuable upon exercise of the Class A warrants no later than 35 days after the closing date and cause it to be declared effective within 120 days after the closing date. If we do not meet the aforementioned filing and effectiveness deadlines, we shall pay to each investor an amount equal to 2% of the purchase price of the secured convertible notes remaining unconverted and purchase price of the shares of our common stock issued upon conversion of the notes for each 30 days or part thereof of the pendency of such non-registration event.

We claim an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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Basis 0.02 - TA

FORM 8-K
09/06/2006

Each investor shall have the right to convert the secured convertible notes
after the date of issuance at any time, until paid in full, at the election of
the investor into fully paid and nonassessable shares of our common stock. The
secured convertible notes mature two years after the date of issuance. The
conversion price (Conversion price - Also called conversion parity price, the price that an investor effectively pays for common stock by purchasing a convertible security and then exercising the conversion option. This price is equal to the market price of the convertible security divided by the conversion ratio) per share shall be the lower of (i) $0.025 or (ii) 65% of the
average of the three lowest intra-day trading prices for our common stock for
the 20 trading days prior to, but not including, the conversion date as reported
by Bloomberg, L.P. on any principal market or exchange where our common stock is
listed or traded. The conversion price is adjustable in the event of any stock
split or reverse stock split, stock dividend, reclassification of common stock,
recapitalization, merger or consolidation. In addition, the conversion price of
the secured convertible notes will be adjusted in the event that we spin off or
otherwise divest ourselves of a material part of our business or operations or
dispose all or a portion of our assets. Our obligation to repay all principal,
and accrued and unpaid interest under the convertible notes is secured by all of
our assets pursuant to a certain Security Agreement dated as of September 1,
2006.

We issued an aggregate of 300,000Class A common stock purchase warrants (Warrants - A security entitling the holder to buy a proportionate amount of stock at some specified future date at a specified price, usually one higher than current market price. Warrants are traded as securities whose price reflects the value of the underlying stock. Corporations often bundle warrants with another class of security to enhance the marketability of the other class. Warrants are like call options, but with much longer time spans-sometimes years. And, warrants are offered by corporations, while exchange-traded call options are not issued by firms.) to the
investors, representing and 2 Class A common stock purchase warrants for each
one dollar of the purchase price of the secured convertible notes ($150,000).
The Class A warrants are exercisable until five years from the closing date at
an exercise price of $0.07 per share. The exercise price of the Class A warrants
will be adjusted in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the exercise price of the warrants will be adjusted
in the event that we spin off or otherwise divest ourselves of a material part
of our business or operations or dispose all or a portion of our assets

SUBSCRIPTION AGREEMENT


      THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of September 1,
2006, by and among Addison-Davis Diagnostics, Inc., a Delaware corporation (the
"COMPANY"), and the subscriber(s) identified on the signature page hereto (the
"SUBSCRIBER").

      WHEREAS, the Company and the Subscriber are executing and delivering this
Agreement in reliance upon an exemption from securities registration afforded by
the provisions of Section 4(2), Section 4(6) and/or Regulation D ("REGULATION
D") as promulgated by the United States Securities and Exchange Commission (the
"COMMISSION") under the Securities Act of 1933, as amended (the "1933 ACT").

      WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Subscriber,
as provided herein, and the Subscriber, in the aggregate, shall purchase a
promissory note (the "NOTE"), a form of which is annexed hereto as EXHIBIT A, up
to One Hundred and Eighty-Seven Thousand Five Hundred Dollars ($187,500) in
principal amount (the "PRINCIPAL AMOUNT"), convertible into shares of the
Company's common stock, $0.001 par value (the "COMMON STOCK") at a per share
conversion price set forth in the Note ("CONVERSION PRICE"); and a share
purchase warrant (the "WARRANT"), in the form annexed hereto as EXHIBIT B, to
purchase shares of Common Stock (the "WARRANT SHARES"). The Note, shares of
Common Stock issuable upon conversion of the Note (the "SHARES"), the Warrant
and the Warrant Shares are collectively referred to herein as the "SECURITIES";
and

      WHEREAS, the aggregate proceeds of the sale of the Note and the Warrant
contemplated hereby shall be held in escrow pursuant to the terms of a Funds
Escrow Agreement to be executed by the parties substantially in the form
attached hereto as EXHIBIT C (the "ESCROW AGREEMENT").

      NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Subscriber hereby
agree as follows:

            1. Closing. Subject to the satisfaction or waiver of the terms and
conditions of this Agreement, on the Closing Date, Subscriber shall purchase and
the Company shall sell to Subscriber a Note in the principal amount designated
on the signature page hereto. The "CLOSING DATE" shall be the date that
subscriber funds representing the net amount due the Company is transmitted by
wire transfer or otherwise to or for the benefit of the Company. The
consummation of the transactions contemplated herein for all Closings shall take
place at the offices of Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601,
New York, New York 10176, upon the satisfaction of all conditions to Closing set
forth in this Agreement. The Principal Amount of the Note to be purchased by the
Subscriber on the Closing Date shall, in the aggregate, be equal to $187,500.
The purchase price for the Note shall equal to the result of (x) multiplied by
(y), where (x) equals $187,500 and (y) equals 0.8 ("PURCHASE PRICE") .

            2. Warrant. On the Closing Date, the Company will issue and deliver
Warrants to Subscriber. Two Class A Warrants will be issued for each one dollar
of Purchase Price. The per Warrant Share exercise price to acquire a Warrant
Share upon exercise of a Class A Warrant shall be $0.07. The Class A Warrants
shall be exercisable until five (5) years after the Closing Date and shall have
a cashless feature.

            3. Security Interest. The Subscriber will be granted a security
interest in all the assets of the Company, including ownership of Subsidiaries,
as defined in Section 5(a) of this Agreement, and in the assets of the
Subsidiaries to be memorialized in a "SECURITY AGREEMENT", a form of which is
annexed hereto as EXHIBIT D. Each Subsidiary will execute and deliver to the
Subscriber a form of "GUARANTY" annexed hereto as EXHIBIT E. The Company will
execute such other agreements, documents and financing statements reasonably
requested by Subscriber, which will be filed at the Company's expense with the
jurisdictions, states and counties designated by the Subscriber. The Company
will also execute all such documents reasonably necessary in the opinion of
Subscriber to memorialize and further protect the security interest described
herein.

 
Addison-Davis Diagnostics, Inc. Announces Agreement With Healthful Solutions

Thursday , September 07, 2006 00:00 ET

Westlake Village, CA US, Sep 07, 2006 (Filing Services Canada via COMTEX) -- Addison-Davis Diagnostics, Inc. (ADSD - OTCBB), is pleased to announce the signing of an agreement with Healthful Solutions, LLC ("Healthful Solutions") to represent Addison-Davis as its exclusive nationwide representative to solicit direct-marketing orders through a unique advertising program for Addison-Davis' DrugStop product. This program will launch Addison-Davis' "Don't Think. Know With DrugStop" initiative to support parents in determining if their children are using drugs-of-abuse. The Healthful Solutions advertising program, implemented for them by Catalina Health Resources and New York City based The Falk Group, consists of DrugStop ads attached to pharmacy prescription medication instructions in pharmacies located in applicable drug-test demographic areas. The ads offer the DrugStop home drug test, including an informative DVD to help parents talk to their kids about drug-testing and its benefits, to be provided via Internet and toll-free telephone. Healthful Solutions shall provide for the fulfillment facility and assembling, shipping and invoicing the customer in conjunction with Addison-Davis. For more about this program, visit our website http://www.thedrugstop.com

The advertising program shall commence with 500,000 direct response ads over the initial 2 months, and may be expanded to 2,000,000 if the program gains traction.

Addison-Davis CEO Charles Miseroy believes "This will be a most effective method of addressing the concerns of parents worried about their children's possible drug use and the future effects of continued drug abuse. Advertising targeted to parents who choose to know if their children are using drugs-of-abuse through pre-determined demographic studies established by experts in the industry is a perfect launch of our "Don't Think. Know With DrugStop" program".

About DrugStop:

Food and Drug Administration ("FDA") 510(k) cleared, DrugStop is a completely self-contained and self-regulating, on-site drug testing product that uses a rapid immunoassay for the qualitative detection of drug metabolites in urine. DrugStop eliminates specimen exposure, reduces the chances of complications in handling, and is the only test available that does not require processing once the sample is collected. DrugStop is designed to test a number of different types of drugs including amphetamines, benzodiapines, cocaine, methamphetamine, opiates and marijuana.

Addison-Davis Diagnostics, Inc. Announces New Web Portal, www.TheDrugStopUSA.com, for Parents and Families Dealing With Drugs of Abuse


By Market Wire
Last Update: 9/11/2006 9:15:46 AM Data provided by 

WESTLAKE VILLAGE, CA, Sep 11, 2006 (MARKET WIRE via COMTEX) -- Addison-Davis Diagnostics Inc. (ADSD) introduces www.TheDrugStopUSA.com, an interactive web portal for parents and families dealing with the problems associated with Drugs of Abuse. Our new web portal allows parents and families to log-on and receive the advice they will need to help them through any family drug problem. There's interactive blogs, along with special bulletin boards and forums for parents to give, and receive, help to others who are living and dealing with drug abuse.

There are thousands of resources as well, that parents can turn to for help. There's even sample questions from other parents, that will help anyone dealing with teen drug abuse confront their child. The site also lists the typical and not-so typical warning signs that every parent, family member and friends need to know. A description of all the drugs of abuse that are tested is also included. This comprehensive site will help every family open their lines of communication. 

Hi
Unsuccessful attempt to break 0.015. 
This hammer can sharply change a direction on chart to the north (only my opinion) 

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HI
This excellent time for gamble (only my opinion)

Quote from: evgeny05 on September 18, 2006, 11:48:44 AM
HI
This excellent time for gamble (only my opinion)

Hi
I think is there was good time for purchase (0.012). Only my opinion

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ADSD Premarket +38 % 

 

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