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) November 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 November 30, 2005, we entered into a Securities Purchase Agreement for the
acquisition of an initial 35% interest in Myotech, LLC (`Myotech"), a New York
limited liability company, whereby we will exchange 4,923,020 shares of our
common stock, par value $.005, for 3,687,719 Class A (voting) units of Myotech.
Under the Securities Purchase Agreement, we will also purchase for cash
consideration of $2.225 million an additional 802,568 Class A units of Myotech
over a six-month period. As of November 30, 2005, we are obligated to issue the
shares and fund the investment amount so long as certain additional conditions
are met.
Further, at our discretion, we may purchase up to an additional 3,486,713 Class
A units of Myotech for aggregate cash consideration of $9.775 million upon
achievement of certain milestones satisfactory to Biophan measured over a
24-month period. Upon the consummation of these additional elective milestone
investments, we may acquire up to a majority interest in Myotech. Michael
Weiner, our President and Chief Executive Officer, has an equity interest in an
entity that owns Class A units of Myotech. In addition, Jeffrey Helfer and
Stuart MacDonald, executive officers of Biophan, also own Class A units of
Myotech.
The Securities Purchase Agreement contains conventional representations,
warranties and covenants. The Securities Purchase Agreement is expected to be
filed with our upcoming Form 10-Q filing, and the foregoing description is
qualified in its entirety by reference to such agreement.
The shares issuable to Myotech under the Securities Purchase Agreement are
subject to a Rights Agreement between us and Myotech entered into on November
30, 2005. Under the Rights Agreement, we have agreed to, among other things,
register the Biophan shares issued to Myotech upon the later of (i) February 1,
2006, or (ii) 10 business days after the declaration of effectiveness of our
currently filed registration statement (no. 333-128774). The Rights Agreement
will be filed as an exhibit to our upcoming Form 10-Q filing, and the foregoing
description is qualified in its entirety by reference to such agreement.
Item 7.01. Regulation FD Disclosure.
On December 2, 2005, we issued a press release announcing the execution of the
Securities Purchase Agreement. The press release is filed herewith as Exhibit
99.1 and is incorporated herein by reference. The information in this report
furnished pursuant to Item 7.01 shall not be deemed to be filed for purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, unless we specifically state that the information is to be considered
filed under the Exchange Act, or we incorporate it by reference into a filing
under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Number Exhibit
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99.1 Press Release dated December 2, 2005: Biophan Acquires Equity
Stake in MYOTECH to Accelerate Commercialization of
Breakthrough Cardiac Assist Device Technology
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: December 2, 2005 -------------------------------
(Signature)
Robert J. Wood
CFO, Treasurer, Secretary
(Principal Financial Officer)