0001213900-14-006781.txt : 20140919 0001213900-14-006781.hdr.sgml : 20140919 20140919172905 ACCESSION NUMBER: 0001213900-14-006781 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140919 DATE AS OF CHANGE: 20140919 GROUP MEMBERS: GEMINI STRATEGIES LLC INC. GROUP MEMBERS: STEVEN WINTERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CDEX INC CENTRAL INDEX KEY: 0001173738 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 522336836 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86270 FILM NUMBER: 141112725 BUSINESS ADDRESS: STREET 1: 4555 S PALO VERDE ROAD STREET 2: SUITE 123 CITY: TUCSON STATE: AZ ZIP: 85714 BUSINESS PHONE: 520-745-5172 MAIL ADDRESS: STREET 1: 4555 S PALO VERDE ROAD STREET 2: SUITE 123 CITY: TUCSON STATE: AZ ZIP: 85714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEMINI MASTER FUND LTD CENTRAL INDEX KEY: 0001403092 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 619 SO. VULCAN AVE. SUITE #203 CITY: ENCINITAS STATE: CA ZIP: 92024 BUSINESS PHONE: 858 480 2828 MAIL ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 619 SO. VULCAN AVE. SUITE #203 CITY: ENCINITAS STATE: CA ZIP: 92024 SC 13G/A 1 sc13g0914a4gemini_cdex.htm SCHEDULE 13G sc13g0914a4gemini_cdex.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO. 4)*
 
CDEX, Inc.
(Name of Issuer)
 
Common Stock, $0.005 par value
(Title of Class of Securities)
 
12507E201
(CUSIP Number)
 
September 19, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)

Page 1 of 6 Pages
 
 
 
 
 
CUSIP No. 12507E201
13G
Page 2 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,665,068
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,665,068
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,665,068
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON*
 
CO
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
CUSIP No. 12507E201
13G
Page 3 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gemini Strategies LLC, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,665,068
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,665,068
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,665,068
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON*
 
OO
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
 
CUSIP No. 12507E201
13G
Page 4 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Steven Winters
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,665,068
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,665,068
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,665,068
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON*
 
IN
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
 
CUSIP No. 12507E201
13G
Page 5 of 6 Pages
 
This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of CDEX, Inc. beneficially owned by the Reporting Persons specified herein as of December 31, 2013 and amends and supplements the Schedule 13G dated as of May 31, 2011 and filed by the Reporting Persons on June 9, 2011 and amended on February 14, 2012, November 16, 2012 and February 14, 2014 (“Schedule 13G”).  Except as set forth herein, the Schedule 13G is unmodified.

Item 4.
Ownership:
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount Beneficially Owned:  6,665,068* shares of Common Stock as of September 19, 2014
 
 
(b)
Percent of Class:  9.9%*
 
The Reporting Persons’ beneficial ownership of 6,665,068* shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon 66,252,958 shares of Common Stock outstanding as of September 9, 2014, as reported by the Issuer in its most recently filed periodic report.
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:   6,665,068*
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,665,068*

*Subject to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 10,580,141 shares of Common Stock, consisting of (i) 5,594,107 shares of Common Stock (“Shares”) held by Gemini Master Fund, Ltd. (“Gemini”), and (ii) a warrant (“Warrant”), issued to Gemini in connection with the Company’s plan of reorganization following the conclusion of bankruptcy proceedings, entitling Gemini to purchase up to 4,986,034 shares of Common Stock.

In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Warrant is exercisable is limited, pursuant to the terms of such instrument, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation.  Therefore, in accordance with the Ownership Limitation, based upon 66,252,958 shares of common stock outstanding as of September 9, 2014, each of the Reporting Persons beneficially owns 6,665,068 shares of Common Stock and disclaims beneficial ownership of 3,915,073 shares of Common Stock.

In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies LLC, Inc., in its capacity as investment manager for Gemini, is the beneficial owner of the Shares or the Warrant or that Steven Winters, in his capacity as president of Gemini Strategies LLC, Inc., is the beneficial owner of the Shares or the Warrant.  Each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Shares and the Warrant.

 
 
 
 
CUSIP No. 12507E201
13G
Page 6 of 6 Pages
 
Item 10.
Certification:
 
By signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
SIGNATURE
 
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
  September 19, 2014
   
 
GEMINI MASTER FUND, LTD.
By: GEMINI STRATEGIES LLC, INC., as investment manager
     
 
By:
/s/ Steven Winters
   
Name:  Steven Winters
Title:    President
     
     
  GEMINI STRATEGIES LLC, INC.
     
  By: /s/ Steven Winters 
    Name: Steven Winters
Title:   President
     
     
  /s/ Steven Winters
  Steven Winters