SCHEDULE 13D
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CUSIP No. 12507E 201
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Page 2 of 6
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jason B. Terrell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
3,592,165 Shares of Class A Common Stock
Warrants to purchase 1,000,000 Shares of Class A Common Stock
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8
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SHARED VOTING POWER
None
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9
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SOLE DISPOSITIVE POWER
3,592,165 Shares of Class A Common Stock
Warrants to purchase 1,000,000 Shares of Class A Common Stock
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,592,165 Shares of Class A Common Stock
Warrants to purchase 1,000,000 Shares of Class A Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.5%
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14
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TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 12507E 201
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Page 3 of 6
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $.005 per share (the “Common Stock”), of CDEX Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is 4555 South Palo Verde Road, Suite 123, Tucson, Arizona.
ITEM 2. IDENTITY AND BACKGROUND
(a) – (c) This statement is being filed by Jason B. Terrell (the “Reporting Persons”). The Reporting Person’s address is c/o the Issuer, 4555 South Palo Verde Road, Suite 123, Tucson, Arizona. The Reporting Person is a medical doctor and acts as a consultant to various medical and pharmaceutical companies.
(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Consideration for shares was as follows:
1,000,000 shares and 1,000,000 warrants were issued for a purchase price of $50,000 paid from personal funds of the Reporting Person;
500,000 shares were issued as compensation for services rendered as Medical Director of the Issuer, based on a fair market value of $0.06 per share;
500,000 warrants were issued as compensation for services rendered as Medical Director of the Issuer (such warrants having been subsequently surrendered);
92,165 shares were issued for services as a member of the Issuer’s board of directors, based on a market price of $0.07 per shares;
2,000,000 shares and 1,000,000 warrants were issued for a purchase price of $40,000 plus surrender of 2,000,000 warrants previously issued.
500,000 warrants assigned by an officer of the Issuer as additional consideration for the aforesaid surrender of warrants.
SCHEDULE 13D
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CUSIP No. 12507E 201
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Page 4 of 6
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ITEM 4. PURPOSE OF TRANSACTION
On October 23, 2012, the Issuer issued warrants to purchase 500,000 shares of Class A common stock to the Reporting Person in exchange for services as the Issuer’s Medical Director. The warrants were exercisable any time before December 13, 2017 at a strike price of $0.10 per share.
On November 2 and November 21, 2012, respectively, the Issuer issued 1,000,000 shares of Class A common stock and warrants to purchase an additional 1,000,000 shares of Class A common stock, to the Reporting Person for a purchase price of $50,000. The warrants were exercisable at $0.10 per share.
On December 13, 2012, the Issuer issued 500,000 shares of Class A common stock to the Reporting Person in exchange for services as the Issuer’s Medical Director. The market price for the shares was $0.06 per share.
On February 21, 2014, the issuer issued 92,165 shares of Class A common stock to the Reporting Person in exchange for services rendered as a member of the Issuer’s board of directors.
On May 1, 2014, the Reporting Person accepted an exchange offer from the Issuer pursuant to which he agreed to exercise warrants to purchase 2,000,000 shares of Class A common stock for an aggregate price of $40,000. As further consideration for such agreement to exercise such warrants, the Reporting Person received additional warrants to purchase 1,000,000 shares of Class A common stock at any time prior to May 1, 2019 at an exercise price of $0.15 per share. On May 1, 2014, the Reporting Person also received warrants to purchase an additional 500,000 shares of Class A common stock from an officer of the Issuer. These warrants are exercisable at any time prior to February 26, 2018 at a price of $0.10 per share.
The Reporting Person evaluates his ownership of securities of the Issuer on an ongoing basis. Factors that may influence the Reporting Person’s actions include, but are not limited to, his views regarding other available investment opportunities, conditions in the securities market, general economic conditions, the Reporting Person’s need for liquidity and other factors that the Reporting Persons may deem relevant from time to time.
Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person holds 3,592,165 shares of Class A common stock and warrants to purchase an additional 1,000,000 shares of Class A common stock which comprise 6.5% of the outstanding Class A common stock in the aggregate.
(b) The Reporting Person has the sole power to vote and to dispose of all of the shares reported herein.
(c) The Reporting Person has not effected any transactions in the Class A common stock of the Issuer during the 60 days preceding the date of this schedule.
(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Class A common stock reported herein.
(e) Not applicable.
SCHEDULE 13D
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CUSIP No. 12507E 201
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Page 5 of 6
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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To the knowledge of the Reporting Person, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer, including, but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loans or option agreement, puts or call, guarantees of profits, division of profits or losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SCHEDULE 13D
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CUSIP No. 12507E 201
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Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each certifies that the information set forth in this statement is true, complete and correct.
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Dated: March 31, 2015
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Reporting Person: |
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/s/ Jason B. Terrell
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