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) August 2, 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 3.02 Unregistered Sales of Equity Securities
As we previously announced, on June 30, 2005, we entered into a license
agreement and an investment agreement with Boston Scientific Scimed, Inc., an
affiliate of Boston Scientific Corporation ("BSS") in connection with the
licensing of our technology to BSS. The investment agreement called for the
purchase by BSS of shares of our common stock for a total purchase price of $5
million, the shares to be priced at 110% of the average of the closing prices of
our common stock on the OTC Bulletin Board for the 30 calendar-day period prior
to the closing. The obligations of BSS under the investment agreement were
subject to the satisfaction of certain conditions. Those conditions having been
satisfied, on August 2, 2005, BSS paid us the $5 million purchase price and we
issued to BSS 1,653,193 shares of our common stock at a price per share of
$3.024 (representing a 10% premium over the average closing price of $2.75 on
the OTC Bulletin Board over the period July 3, 2005 through August 1, 2005).
These shares represent 2.16% of the total number of shares of our common stock
outstanding immediately following their issuance. The shares were offered and
sold pursuant to an exemption from the registration requirements of the
Securities Act of 1933 under Section 4(2) of such Act and Rule 506 promulgated
thereunder.
Item 8.01 Other Events
Under the license agreement, BSS is obligated to pay 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.
As with the investment agreement, the obligations of BSS under the license
agreement were subject to the satisfaction of certain conditions. Those
conditions having been satisfied, on August 2, 2005, BSS made a cash payment to
us in the amount of $750,000 for the upfront license fee. Exhibit 99.1 presents
a pro forma condensed consolidated balance sheet as if the funds for the equity
investment described in Item 3.02 above and the license fee described in this
Item had been received on May 31, 2005, the last day of our most recently
completed fiscal quarter. On August 3, 2005, we issued a press release
announcing the closing of the transactions and the receipt of payment from BSS.
See attached Exhibit 99.2 for the complete text of the press release.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
99.1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May
31, 2005
99.2 Press release dated August 3, 2005
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: August 3, 2005 __________________________
(Signature)
Robert J. Wood
CFO, Treasurer, Secretary
(Principal Accounting and
Financial Officer)