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): February 20, 2007
Commission
File Number: 000-49620
Cobalis
Corp.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
|
91-1868007
(I.R.S.
Employer
Identification
No.)
|
2445
McCabe Way, Suite 150, Irvine, CA 92614
(Address
of principal executive offices) (Zip
Code)
(949)
757-0001
(Registrant’s
Telephone Number, Including Area Code)
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:
|_|
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
|
As
previously reported, on December 20, 2006, ("Agreement Date") the Registrant,
Cobalis Corp., a Nevada corporation ("we"), entered into a Securities Purchase
Agreement with Cornell Capital Partners, L.P. ("Cornell Capital") pursuant
to
which we agreed to issue up to an aggregate principal amount of $3,850,000
of
convertible debentures ("Purchase Price"). Of that amount, the $2,500,000
convertible secured debenture (the “Closing Debenture”) has been issued and was
funded on or about December 23, 2006.
The
first
$675,000 convertible debenture (the “Filing Debenture”), attached hereto as
Exhibit 10.6.1, has been issued and funded as of the date of this report.
On
February 20, 2007, we filed a registration statement (the “Registration
Statement”) with the Securities and Exchange Commission (“SEC”) registering up
to 10,583,737 shares of common stock pursuant to a Registration Rights Agreement
between us and Cornell Capital dated December 20, 2006 (the “Rights Agreement”).
Accordingly, we have received aggregate gross proceeds of $3,175,000 as of
the
date of this report.
The
second $675,000 convertible secured debenture (the “Final Debenture”) is
schedule to be issued and funded within three days of the Registration Statement
being declared effective by the SEC, and in the event that we have also obtained
shareholder approval to increase our authorized shares of common stock to
100,000,000 shares. There is no guarantee that the SEC will declare the
registration statement effective or that we will obtain shareholder approval
to
increase our authorized shares.
The
Filing Debenture is convertible at the option of Cornell Capital any time
up to
maturity at a conversion price equal to the lesser of the fixed conversion
price
of $0.9955, or the market conversion price, defined as 90% of the average
of the lowest three daily volume weighted average trading prices per share
of
our common stock during the fifteen trading days immediately preceding the
conversion date, as quoted by Bloomberg, LP. We may, at our option, redeem
the
debenture beginning after four months after the Registration Statement is
declared effective by the SEC, in the event that occurs.
The
Filing Debenture has a two-year term and accrues interest at 8% per year
payable
in our common stock at the rate equal to the conversion price of the debenture
in effect at the time of payment. Interest and principal payments on the
Filing
Debenture is due on the maturity date of February 20, 2009.
The
Filing Debenture, like the Closing Debenture and the Final Debenture, is
secured
by a security agreement with Cornell Capital, which is secured by all our
assets, including, but not limited to, assets acquired from Gene
Pharmaceuticals, LLC, including the patents for our primary product under
development, pursuant to an Asset Pledge Statement. The debentures are also
secured by a pledge of 8,400,000 of the shares of our common stock which
are
owned by Radul Radovich, one of our directors, and his affiliated entities,
which comprises approximately 23.6 % of our currently issued and outstanding
common stock. Finally, our officers and directors have executed lock-up
agreements restricting the sale of shares of our common stock that they own
for
a period extending for 30 days after all amounts due under the convertible
debentures have been paid.
We
plan
to use the proceeds for general corporate purposes and for working capital.
From
the proceeds of the Filing Debenture, we agreed to also pay Yorkville Advisors
a
fee of 10% of each tranche of the Purchase Price. Therefore, the net proceeds
to
us from the Filing Debenture equal $607,500.
Issuance
of the securities sold was exempt from registration pursuant to Rule 506
of
Regulation D promulgated under Section 4(2) of the Securities Act. The
securities were sold to an accredited investor in a private transaction without
the use of any form of general solicitation or advertising. The underlying
securities are “restricted securities” subject to applicable limitations on
resale.
| Item
2.03 |
Creation
of a Direct Financial
Obligation.
|
See
Item
1.01 above.
| Item
3.02 |
Unregistered
Sales of Equity
Securities
|
See
Item
1.01 above.
On
February 22, 2007, we issued the press release announcing the closing on
the
financing transaction described above with Cornell Capital as set forth in
Exhibit 99.1.
| Item
9.01 |
|
| |
|
|
10.6.1
|
Secured
Convertible Debenture (“Filing Debenture”) for $675,000
|
|
99.1
|
Press
Release dated February 22, 2007
|
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, thereunto
duly authorized.
| |
|
|
| |
Cobalis
Corp. |
|
|
|
| Date: February
22, 2007 |
By: |
/s/ Chaslav
Radovich |
| |
Chaslav
Radovich, President |
| |
Title |
4