PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 18, 2007)

Filed Pursuant to Rule 424(b)(3)

Registration File No. 333-147845

 

7,533,333 Shares

 

 

Common Stock

 

This Prospectus Supplement No. 1 supplements our Prospectus dated December 18, 2007 (which was contained in our Registration Statement on Form S-1 (File No. 333-147845)) with the following attached documents:

 

A         Current Report on Form 8-K dated January 15, 2008.

 

The attached information modifies and supersedes, in part, the information in the Prospectus.  This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus, as previously supplemented, which is required to be delivered with this Prospectus Supplement.

 

Our common stock is quoted on the OTC Bulletin Board under the symbol “CRDT.”  On January 15, 2008 the last reported sale price of our common stock on the OTC Bulletin Board was $0.25 per share.

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 7 of our Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated by reference into the Prospectus, before deciding to invest in our common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement No. 1 is January 23, 2008

 

 

INDEX TO FILINGS

 

	Annex
Current Report on Form 8-K dated January 15, 2008	A

 

ANNEX A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): January 15, 2008

 

CRDENTIA CORP.

(Exact name of registrant as specified in its charter)

 

 

5001 LBJ Freeway, Suite 850
Dallas, Texas 75244

(Address of Principal Executive Offices) (Zip Code)

 

(972) 850-0780

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

¨ 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.

 

On January 15, 2008, Crdentia Corp. (the “Company”) obtained a $1,000,000 loan (the “Loan”) from FatBoy Capital, LP, a Delaware limited partnership (“FatBoy”) to fund working capital needs.  No equity securities, and no securities exercisable, convertible or exchangeable for equity securities, were issued in connection with the Loan.  The Loan is payable upon the earlier of (i) March 31, 2008 or (ii) the date of the closing of any refinancing of prior secured indebtedness by the Company.  The Loan bears interest at the rate of eighteen percent (18%) per annum and interest on past-due principal and past-due interest accrues at the rate of twenty-four percent (24%) per annum and is payable on demand.  The Company paid FatBoy a five percent (5%) commitment fee for the extension of the Loan.  MedCap Partners L.P. (“MedCap”) unconditionally guaranteed the Company’s obligations under the Loan.  C. Fred Toney, the Chairman of the Company’s Board of Directors, is the managing member of MedCap Management & Research LLC, the general partner of MedCap.  The Loan is evidenced by the Promissory Note filed as Exhibit 10.1 to this report on Form 8-K.

 

Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

As described in further detail above under Item 1.01, Entry into a Material Definitive Agreement, on January 15, 2008, the Company obtained the Loan from FatBoy.  The disclosures made above regarding the Loan are incorporated herein to the extent applicable.

 

Item 9.01       Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.		Description
10.1		Promissory Note, dated January 14, 2008, issued by Crdentia Corp. to FatBoy Capital, LP.

 

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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.

 

	CRDENTIA CORP.
January 18, 2008	By:	/s/ James J. TerBeest
		James J. TerBeest
		Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Promissory Note, dated January 14, 2008, issued by Crdentia Corp. to FatBoy Capital, LP.

 

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Exhibit 10.1

 

PROMISSORY NOTE

 

$1,000,000.00

January 14, 2008

 

FOR VALUE RECEIVED, the undersigned, Crdentia Corp., a Delaware corporation, (herein called “Maker”), hereby promises to pay to the order of FatBoy Capital, LP, a Delaware  limited partnership , (herein together with all subsequent holders hereof called “Holder”), in lawful money of the United States of America, the principal sum of One Million and No/100 Dollars ($1,000,000.00), together with interest on the principal balance at the rate hereinafter provided.

 

The interest rate will be eighteen percent (18%) per annum.  Interest on past-due principal and, to the extent permitted by law, on past-due interest, shall accrue at the rate of twenty-four percent (24%) per annum, and shall be payable from time to time on demand.

 

The Note shall mature and be finally due and payable on the earlier of: (i) March 31, 2008; or (ii) the date of the closing of any refinancing of prior secured indebtedness by Maker; at which time all outstanding and unpaid principal and accrued and unpaid interest shall be finally due and payable.

 

Any document now or hereafter securing, guaranteeing or executed in connection with the indebtedness evidenced by this Note, is, as the same may be amended from time to time, herein referred to collectively as the “Loan Documents” and individually as a “Loan Document”.  Holder acknowledges receipt of a five percent (5 %) commitment fee for this extension of credit.

 

This Note shall be governed by and construed in accordance with Delaware law and applicable federal law.  The parties hereto intend to conform strictly to the applicable usury laws.  In no event, whether by reason of acceleration of the maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money hereunder or otherwise exceed the maximum amount permissible under applicable law.  If fulfillment of any provision hereof or of any mortgage, loan agreement or other document now or hereafter evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, would involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced automatically to the limit of such validity.  If Holder shall ever receive anything of value deemed interest under applicable law which would exceed interest at the highest lawful rate, an amount equal to any amount which would have been excessive interest shall be applied to the reduction of the principal amount owing hereunder in the inverse order of its maturity and not to the payment of interest, or if such amount which would have been excessive interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to Maker.  All sums paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness of Maker to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal and/or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum amount permitted by applicable law.  The provisions of this paragraph shall control all existing and future agreements between Maker and Holder.

 

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Maker may prepay this Note in full at any time or in part from time to time, without premium or penalty.

 

If default is made (i) in the payment of any sum due hereunder, promptly when the same shall be due and payable hereunder, or (ii) if there is any default under any Loan Document, then Holder shall have the right and option, without notice or demand, to declare the unpaid balance of principal and accrued interest on this Note at once due and payable.  If this Note is not paid at its maturity, regardless of how such maturity may be brought about, Holder may foreclose the liens and security interests securing payment hereof or exercise any of its other rights hereunder or under any Loan Document or at law or in equity.  Failure to exercise any of such rights upon default shall not constitute a waiver of the right to exercise any of them at any time.  Maker hereby agrees that all rights, remedies and recourses afforded to Holder by reason of this Note or otherwise are separate and cumulative and may be pursued separately, successively or concurrently, as occasion therefor shall arise, and are nonexclusive and shall in no way limit or prejudice any other legal or equitable right, remedy or recourse which Holder may have. If after default this Note is placed in the hands of an attorney for collection, or if collected through judicial proceedings, Maker shall pay, in addition to the sums referred to above, reasonable attorneys’ fees and all other reasonable costs incurred by Holder in collection of the unpaid amounts due hereunder.

 

If more than one person or entity executes this Note as Maker, all of said parties shall be jointly and severally liable for the repayment of the indebtedness evidenced hereby.  Maker and all sureties, endorsers, guarantors and any other party now or hereafter liable for the payment of this Note in whole or in part, hereby severally (i) waive demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notice, filing of suit and diligence in collecting this Note or enforcing any of the security herefor, (ii) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon, (iii) agree that Holder shall not be required first to institute suit or exhaust its remedies hereon against Maker or others liable or to become liable hereon or to enforce its rights against them or any security herefor, and (iv) consent to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them.

 

This Note shall be governed by and construed in accordance with the laws of the State of Delaware, and is intended to be performed in accordance with, and only to the extent permitted by, such laws.  If any provision of this Note  or the application thereof to any extent, be invalid or unenforceable, neither the remainder of this Note nor the application of such provision to any other person or circumstances shall be affected thereby, but rather the same shall be enforced to the greatest extent permitted by law.

 

THIS NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 

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IN WITNESS WHEREOF, Maker has duly executed this Note as of the date first above written.

 

	CRDENTIA CORP., a Delaware corporation
	By:	/s/ James J. TerBeest
	Name:			James J. TerBeest
	Title:		CFO

 

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