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Ownership Document
|
| Schema Version: X0206 |
| Document Type: 3 |
| Period of Report: 11/1/15 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 1093285 |
| Issuer Name: SCIVANTA MEDICAL CORP |
| Issuer Trading Symbol: SCVM |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1658904 |
| | Owner Name: DeSouza Thomas |
| Reporting Owner Address: |
| | Owner Street 1: C/O SCIVANTA MEDICAL CORPORATION |
| | Owner Street 2: 215 MORRIS AVENUE |
| | Owner City: SPRING LAKE |
| | Owner State: NJ |
| | Owner ZIP Code: 07762 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: 10% Convertible Debenture |
| | Conversion or Exercise Price: |
| | | Value: 0.13 |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Value: 2/12/16 |
| | Expiration Date: |
| | | Value: 2/12/16 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 384,615 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F2 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrant (right to buy common stock) |
| | Conversion or Exercise Price: |
| | | Value: 0.13 |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Value: 2/12/16 |
| | Expiration Date: |
| | | Value: 2/12/19 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 |
| | | Underlying Security Shares: |
| Value: 76,923 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F2 |
| Footnotes: |
| Footnote - F1: The $50,000 principal amount and accrued interest of this 10% Convertible Debenture (the "Debenture") is convertible into shares of Scivanta Medical Corporation (the "Company") common stock upon: (a) a Qualified Financing, as defined in the Debenture, at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing; (b) a Change in Control of the Company, as defined Debenture, at a conversion price of $0.13 per share; or (c) at the option of the holder, on the maturity date of the Debenture, at a conversion price of $0.13 per share. |
| Footnote - F2: Mr. Desouza is a member of Turn Two Investments, LLC ("Turn Two"). Mr. Desouza disclaims beneficial ownership of these shares except to the extent of his ownership in Turn Two. |
| Footnote - F3: The warrant provides the holder the right to purchase shares of the Company's common stock equal to 20% of the principal amount of the Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the warrant issuance date. |
| Remarks: Exhibit 24 - Power of Attorney |
| Owner Signature: |
| Signature Name: /s/ Thomas S. Gifford, as Attorney-in-Fact for Thomas J. Desouza |
| Signature Date: 11/19/15 |
