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 1, 2003
BIOPHAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-26057 82-0507874
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
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(Address of principal executive offices) (Zip code)
(585) 214-2441
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(Registrant's telephone number)
Item 5. Other Events and Regulation FD Disclosure
On October 1, 2003, the Company entered into a Stock Purchase
Agreement with SBI Brightline, LLC ("SBI") obligating SBI to purchase,
upon the Company's election, up to 11,000,000 shares of the Company's
common stock for an aggregate purchase price of $2.9 million. The
agreement requires that the Company register the shares for resale by
SBI, and SBI's obligation to purchase the shares is contingent on the
shares being so registered. After the shares are registered, the
Company may elect to sell the shares to SBI in six tranches that must
be sold in the following order:
Number of Purchase Price
Shares Per Share
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2,000,000 $.15
2,000,000 $.20
2,000,000 $.25
2,000,000 $.30
2,000,000 $.35
1,000,000 $.40
Except for the requirement to sell the tranches in order, there is no
imitation on when the Company may require SBI to purchase the shares included
in any tranche. The Company is not obligated to sell any shares to SBI unless
and until it elects to do so. SBI's obligation to purchase the shares is
subject to other customary conditions for transactions of this kind.
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.
BIOPHAN TECHNOLOGIES, INC.
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(Registrant)
Date: October 1, 2003 /s/Michael L. Weiner
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(Signature)
Michael L. Weiner
President, CEO and Director
(Principal Executive Officer)