UNITED STATES

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): October 16, 2015

CDEX INC.

(Exact name of registrant as specified in its charter)

Nevada	000-49845	52-2336836
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

4555 South Palo Verde, Suite 123
Tucson, Arizona	85714
(Address of principal executive offices)	(Zip Code)

(520) 745-5172

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Effective May 28, 2015, CDEX Inc. (the “Company”) entered into a Consulting Advisory Services Agreement (the “Agreement”) with Osprey Capital Advisors, LLC, a Florida limited liability company (the “Consultant”). The Agreement called for the Consultant to provide advisory and consulting services to the Company, including introduction to, and establishing relationships with, individuals and entities for possible investment in the Company, guidance on markets, product distribution, employment, board development and related matters, business plan development, review of the Company’s long- and short-term growth objectives, investor relations and public relations services and the Company’s approach to its business and financial strategy and efforts taken by the Company to date to develop investor interest. As consideration for such services, the Company agreed to issue to the Consultant an aggregate of 12 million shares of its Class A common stock, 7.5 million of such shares were issued upon signing of the Agreement.

In an effort to settle this matter, on October 16, 2014 the board of directors of the Company unanimously authorized the issuance of the remaining 4.5 million shares to the consultant.

ITEM 8.01. OTHER EVENTS.

The Company is filing under this item to update the shareholders and the public as to the current financial conditions of CDEX Inc.

In October of 2014, amid efforts to secure funds to continue operations through other sources, Pemco LLC (one of CDEX’s longest and largest investors) along with Jeff Brumfield (CDEX’s CEO) provided bridge financing to the company pursuant to a Line of Credit Agreement upon which the Company has drawn $470,000.00 in principal to date under Promissory Notes issued thereunder. The terms of the Notes were better than those proposed by outside investment bankers offering bridge financing, and the board determined that this offer was the least burdensome, most favorable source of financing available to the Company. The Notes were unanimously approved by the board of directors, and were disclosed and filed in the Company’s Current Report on Form 8-K on October 17, 2014, and in all of our subsequent Quarterly and Annual Reports on Forms 10-Q and 10-K and reflected in the financial statements therein. Under their terms, the Notes were due within six months, and were secured by all of the assets of the Company including the intellectual property.

Throughout the term of the Notes, CDEX continually sought financing to replace or invest alongside the noteholders. On March 31, 2015, the Notes’ maturity date, the Company had not succeeded in securing funding and was unable to pay the principal and interest then due. Following discussion with Pemco LLC, both of the Notes were extended for an additional month. The Notes were subsequently extended for each month thereafter until August 31, 2015 and then for an additional five days to September 5, 2015. Through each of these extensions, the creditors have granted the company forbearance of payment of principal and interest. On October 2, 2015, Pemco LLC sent the Company a notice and demand letter indicating that if the Company is unable to pay its note within ten days of such notice, it will foreclose on the assets of the Company, which primarily consist of intellectual property in the form of patents on our chemical detection technology.

To assist CDEX in raising the additional capital necessary to fully develop its technology, both Pemco LLC and Mr. Brumfield offered to convert the amount owed pursuant to the Line of Credit Agreement and Note dated October 16, 2014 into 36 million shares of CDEX common stock with a warrant to purchase an additional 36 million shares at a price of $.02 per share for PEMCO LLC and 12 million shares of CDEX common stock with a warrant to purchase an additional 12 million shares at a price of $.02 per share for Mr. Brumfield. On October 16, 2015, board of directors of the Company unanimously authorized the issuance of the 48 million shares and the 48 million shares under warrants.

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 hereunto duly authorized.

	CDEX INC.

Date: October 19, 2015	By:	/s/ Stephen McCommon
		Stephen McCommon, CFO

CDEX INC 8-K