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 (Earliest event reported) June 30, 2005
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
including area code)
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:
|_| 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 June 30, 2005, we entered into a licensing agreement and an investment
agreement with Boston Scientific Scimed, Inc. ("BSS"), an affiliate of Boston
Scientific Corporation, in connection with the licensing of our technology to
BSS. We refer to the licensing and investment agreements together as the
"Agreements."
The license agreement grants BSS licenses covering patents related to our
Magnetic Resonance Imaging ("MRI") safety and image compatibility technologies.
The license agreement provides for both exclusive and non-exclusive product
categories and grants BSS certain rights to sublicense the technologies covered
in the license agreement. Under the license agreement, BSS is obligated to pay
to us an upfront license fee of $750,000 and annual license maintenance fees. In
addition, BSS will be required to make certain milestone payments to us upon the
launch of a commercial product based upon the licensed technologies. The license
agreement also provides for the payment of certain royalty payments to us for
the sale of products by BSS based upon the licensed technologies. The license
agreement also provides for payments to us in the event that BSS sublicenses the
technologies subject to the license agreement.
Additionally, BSS has a right of first negotiation on any new technology
we acquire in the area of MRI safety and image compatability related to products
covered by the license. At the request of BSS we have agreed to keep all other
details of the transaction confidential, including product catgories, royalty
rates, annual minimums and investor payments.
In connection with the license agreement, we also entered into an
investment agreement with BSS. The investment agreement calls for the purchase
by BSS of shares of our common stock for a total purchase price of $5 million;
the shares will be priced at 110% of the average of the closing price for the 30
calendar-day period prior to the closing. The closing date for the purchase and
sale of our shares under the investment agreement will occur following the
satisfaction of certain conditions, including the completion of certain due
diligence matters by BSS. We have agreed to prepare and file a registration
statement with the Securities and Exchange Commission to register the shares for
resale by BSS.
The Agreements may be terminated upon the occurrence of certain events,
including, a material breach that is not cured; if BSS fails to pay the $750,000
upfront license fee or fails to pay the full purchase price of the shares
subject to the investment agreement on or before August 15, 2005; or in the
event that royalty fees due under the license agreement are not paid. BSS may
terminate the license agreement at any time upon ninety days prior written
notice.
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.
/s/ Robert J. Wood
Date: July 7, 2005 --------------------------
(Signature)
Robert J. Wood
CFO, Treasurer, Secretary
(Principal Accounting and
Financial Officer)