PHILIPS MALCOLM H JR 4

4 · CDEX INC · Filed Feb 25, 2010

Form 4

Period: 2009-01-28

DirectorPresident, CEO and COB

Transactions

Conversion
2009 10% Convertible Loan
2009-01-28(indirect: See footnote)
From: 2009-01-28Exp: 2010-01-28→ Common Stock (0 underlying)
Other
Stock Option (Right to Buy)
2009-06-10−175,000→ 450,000 total
Exercise: $0.09Exp: 2012-04-30→ Common Stock (175,000 underlying)
Conversion
2010 12% Convertible Loan
2010-01-26$10050.00/sh(indirect: See footnote)
From: 2010-01-26Exp: 2012-01-26→ Common Stock (0 underlying)
Award
Stock Option (Right to Buy)
2009-06-10+150,000→ 600,000 total
Exercise: $0.09Exp: 2014-08-01→ Common Stock (150,000 underlying)
Conversion
2010 12% Convertible Loan
2010-01-11$15050.00/sh(indirect: See footnote)
From: 2010-01-11Exp: 2012-01-11→ Common Stock (0 underlying)
Conversion
2010 10% Convertible Loan
2010-02-15$247114.82/sh(indirect: See footnote)
From: 2010-02-15Exp: 2012-02-01→ Common Stock (0 underlying)
Conversion
2010 10% Convertible Loan
2010-02-15$200000.00/sh(indirect: See footnote)
Exercise: $0.08From: 2010-09-30Exp: 2012-02-01→ Common Stock (0 underlying)
Conversion
2009 12% Convertible Loan
2009-12-23$9650.00/sh(indirect: See footnote)
From: 2009-12-23Exp: 2011-12-23→ Common Stock (0 underlying)
Conversion
2009 12% Convertible Loan
2009-12-10$15050.00/sh(indirect: See footnote)
From: 2009-12-10Exp: 2011-12-10→ Common Stock (0 underlying)

Footnotes (9)

[F1]These securities are held through various entities controlled by Mr. Philips.
[F2]These options were canceled and replaced with 150,000 options per company and Mr. Philips' agreement.
[F3]These options vest 40% when the Company has a positive cash flow from operations for one fiscal quarter and the remaining 60% when the Company has a positive cash flow from operations for a second fiscal quarter.
[F4]The loan balance and the underlying shares are subject to adjustment for accrued but unpaid interest. An equal number of warrants will be issuable upon conversion.
[F5]Subject to adjustment based on the lowest common stock price offered Gemini Master Fund or to an investor during specified periods following the date of loan.
[F6]The conversion price shall be equal to $0.05 per share for the first 69.5% of the principal amount hereunder and $0.08 per share for the remainder, subject in each case to adjustment per terms of the Convertible Note.
[F7]The loan balance and the underlying shares are subject to adjustment for accrued but unpaid interest.
[F8]All of Mr. Philips' unconverted notes and unpaid interest were consolidated into one 10% convertible note by way of a Securities Purchase Agreement.
[F9]Only 49.5% of the loan may be converted prior to September 30, 2010, at which time the entire amount of the loan may be converted

Documents

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