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) November 21, 2005
BIOPHAN TECHNOLOGIES, INC.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-26057 82-0507874
---------------------------- ------------------- ------------------------
(State or other jurisdiction (Commission file No) (I.R.S. Employer
of Incorporation) Identification Number)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York
(Address of principal executive offices)
14586
(Zip code)
(585) 214-2441
(Registrant's telephone number)
Item 7.01 Regulation FD Disclosure
On November 21, 2005, we issued a press release announcing that CEO Michael
Weiner addressed a group of Swiss investors at a meeting in Tagerwilen,
Switzerland, in which he provided an overview of the Company's technologies and
strategic initiatives, as well as a five-year outlook for potential Company
revenues from licensing of its proprietary biomedical technologies and product
sales. The release also clarifies that the potential revenues cited in the
Current Report on Form 8-K dated November 18, 2005 refer to annual revenues. The
press release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Certain statements included in this press release may constitute forward-looking
statements within the meaning of applicable securities laws. These statements
reflect what Biophan anticipates, expects, or believes may happen in the future.
Biophan's actual results could differ materially from the outcome or
circumstance expressed or implied by such forward-looking statements as a result
of a variety of factors including, but not limited to: Biophan's ability to
develop its technologies; the approval of Biophan's patent applications; the
successful implementation of Biophan's research and development programs; the
ability of Biophan to demonstrate the effectiveness of its technology; the
acceptance by the market of Biophan's technology and products incorporating such
technology, the ability of Biophan to effectively negotiate and enter into
contracts with medical device manufacturers for the licensing of Biophan's
technology; competition; the ability of Biophan to raise capital to fund its
operating and research and development activities until it generates revenues
sufficient to do so; and the timing of projects and trends in future operating
performance, as well as other factors expressed from time to time in Biophan's
periodic filings with the Securities and Exchange Commission (the "SEC"). As a
result, this press release should be read in conjunction with Biophan's periodic
filings with the SEC which are incorporated herein by reference. The
forward-looking statements contained herein are made only as of the date of this
press release, and Biophan undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Number Exhibit
------ -------
99.1 Press Release dated November 21, 2005: Biophan Provides
Revenue Outlook at Meeting with Swiss Investors Company,
Discusses Technologies, Strategic Initiatives, and Potential
Annual Revenues
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.
--------------------------
(Registrant)
Date November 21, 2005
----------------------
--------------------------
(Signature)
Robert J. Wood
CFO, Treasurer, Secretary
(Principal Financial Officer)
Exhibit 99.1
News Release
Biophan Provides Revenue Outlook at Meeting with Swiss Investors
Company Discusses Technologies, Strategic Initiatives,
and Potential Annual Revenues
ROCHESTER, N.Y.--November 21, 2005--Biophan Technologies, Inc. (OTCBB: BIPH;
FWB: BTN), a developer of next-generation medical technology, today announced
that CEO Michael Weiner addressed a group of Swiss investors at a meeting in
Tagerwilen, Switzerland, in which he provided an overview of the Company's
technologies and strategic initiatives, as well as a five-year outlook for
potential Company revenues from licensing of its proprietary biomedical
technologies and product sales.
Mr. Weiner discussed Biophan's portfolio of technologies for magnetic resonance
image compatibility of medical devices such as stents, vena cava filters, and
interventional devices. If successfully developed and accepted in the
marketplace, these technologies have the potential to generate annual licensing
revenues totaling $100 million or more within approximately five years,
primarily from royalty payments, he said. In addition, he indicated that
licensing revenues related to MRI safety for implantable medical devices,
including pacemakers, implantable cardioverter defibrillators (ICDs), and
neurostimulators have the potential to reach $40 million per annum within the
same five-year time frame. As with any revenue forecast, these projections are
subject to various factors, and there are no assurances that the Company will
successfully commercialize all of these technologies or achieve these estimated
revenue levels.
In addition to these licensing-related forecasts, the Company also announced
potential product sales revenues related to the MYO-VAD cardiac assist device of
up to $100 million per year within the same approximate five-year period. He
added that these projections are dependent upon various factors including FDA
approval of the product line currently in development. As previously announced,
Biophan executed a letter of intent to acquire a minority interest in MYOTECH,
LLC, the developer of the MYO-VAD device, with rights to acquire a majority
interest in exchange for funding the development.
In subsequent years, additional growth is expected. The Company provided no
additional specific guidance; however, the Company did indicate that it
anticipates that the MYO-VAD product has the potential to achieve significant
market share in the multibillion dollar ventricular assist device market.
"Biophan is very excited by the potential that the MYO-VAD technology adds to
our portfolio of products," said Mr. Weiner. "We anticipate closing a deal with
a distribution partner for the MYO-VAD within 24 months, and that the partner
will bear costs related to clinical trials, marketing, and distribution."
"Although we cannot make any definitive statements or guarantees of any kind
regarding Biophan's forward-looking revenue potential, we are excited by both
the medical and market potential that the MYO-VAD technology represents. It is
an important addition to our portfolio of biomedical innovations for improved
cardiac care and for enhanced MRI safety and image compatibility."
In addition to the established technologies for which Biophan announced these
forecasts, Biophan also continues development of a long-term product pipeline of
technologies such as a novel biothermal power supply and controlled drug
delivery methods. The Company is jointly developing the biothermal power source
with NASA's Ames Research Center. The power supply is designed to generate power
from a patient's natural body heat, and to replace and/or augment traditional
batteries in implanted devices.
The Company is also working to adapt its nanomagnetic particle technology to
produce novel MRI contrast agents and controlled drug delivery materials. These
technologies are still in early development stages, and no forecasts have been
provided related to their commercialization.
Over fifty investors, invited by Capital Management AG, attended the meeting,
including major banks, institutional fund managers, individual investors, and
Capital Management personnel. The meeting was held at Capital Management's
headquarters in Tagerwilen, Switzerland. Biophan is one of the stocks listed in
Capital Management's "Aktientipps" portfolio,
http://www.capital-management.ch/aktien.html. For more information on Capital
Management AG, please visit http://www.capital-management.ch.
The presentation was given by Michael Weiner, CEO of Biophan, and Dr. Andreas
Melzer, Chief Technology Officer of Biophan Europe. Dr. Melzer presented updated
information on the MRI safe and/or image compatible heart valve, stent, vena
cava filter, and implantation catheter, and an overview of the medical benefits
of procedures performed under MRI vs. under X-Ray. The presentations were given
in both English and German.
Mr. Weiner's presentation can be viewed at
http://www.biophan.com/presentations.php#recent.
About Biophan Technologies
Biophan develops and markets a broad spectrum of next-generation technologies
and products with commercial applications in a variety of multibillion-dollar
healthcare market segments. Committed to growth through innovation and
developmental leadership, Biophan and its licensors now hold a total of 156 U.S.
patents, licenses, and applications. This extensive intellectual property
portfolio includes nanotechnology-based and other approaches to create
enhancements for several medical products. Biophan's technology portfolio
includes solutions developed to enable implanted medical systems such as
pacemakers, interventional surgical devices such as catheters and guidewires,
and implants such as stents to be safely and effectively imaged by Magnetic
Resonance Imaging (MRI) systems. Biophan is developing these same technologies
to enable new MRI contrast agents. Other applications include drug delivery and
power systems which derive energy from body heat. Biophan's intellectual
property portfolio now includes 42 issued U.S. patents, 8 recently-allowed
applications that will issue as patents in the near future, and 106 pending
applications at various stages of examination at the U.S. Patent and Trademark
Office, plus international applications. The patents cover areas including
nanotechnology, medical device designs, radio frequency filters, thermoelectric
materials and optical catheter technologies. Biophan has joint development and
licensing agreements with Boston Scientific and NASA's Ames Center for
Nanotechnology. Biophan's goal is to make all biomedical devices capable of
safely and effectively working with MRI, and to deliver other technologies which
will improve the delivery of healthcare. Biophan is also listed on the Frankfurt
Stock Exchange under the ticker symbol "BTN." For more information, please visit
www.biophan.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this press release may constitute forward-looking
statements within the meaning of applicable securities laws. These statements
reflect what Biophan anticipates, expects, or believes may happen in the future.
Biophan's actual results could differ materially from the outcome or
circumstance expressed or implied by such forward-looking statements as a result
of a variety of factors including, but not limited to: Biophan's ability to
develop its technologies; the approval of Biophan's patent applications; the
successful implementation of Biophan's research and development programs; the
ability of Biophan to demonstrate the effectiveness of its technology; the
acceptance by the market of Biophan's technology and products incorporating such
technology, the ability of Biophan to effectively negotiate and enter into
contracts with medical device manufacturers for the licensing of Biophan's
technology; competition; the ability of Biophan to raise capital to fund its
operating and research and development activities until it generates revenues
sufficient to do so; and the timing of projects and trends in future operating
performance, as well as other factors expressed from time to time in Biophan's
periodic filings with the Securities and Exchange Commission (the "SEC"). As a
result, this press release should be read in conjunction with Biophan's periodic
filings with the SEC which are incorporated herein by reference. The
forward-looking statements contained herein are made only as of the date of this
press release, and Biophan undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Contact:
Biophan Technologies, Inc.
Carolyn Hotchkiss, 585-214-2407
or
Press Interviews:
Jennifer Gould, 212-843-8037