UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------------------
FORM 10-KSB/A
(Amendment No. 3)
------------------------------------
(Mark One)
|X| Annual Report under Section 13 or 15 (d) of The Securities Exchange Act of
1934 For the fiscal year ended February 28, 2005 or
[ ] Transition Report under Section 14 or 15 (d) of The Securities Exchange Act
of 1934 For the transition period from _________ to __________.
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 No.)
150 Lucius Gordon Drive, Suite 115
West Henrietta, New York 14586
(Address of principal executive offices)
(585) 214-2441
(Registrant's telephone number, including area code)
Securities registered under Section 12 (b) of the Exchange Act: None
Securities registered under Section 12 (g) of the Exchange Act: Common Stock,
$0.001 par value.
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act:
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past twelve months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days Yes |X| No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes [ ] No |X|
State issuer's revenues for its most recent fiscal year: $0
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of May 25, 2005 was $161,159,973.
The number of outstanding shares of the registrant's Common Stock, $.005 par
value, as of May 25, 2005 was 74,471,997 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable
Transitional Small Business Disclosure Format: Yes [ ] No |X|
EXPLANATORY NOTE
Biophan Technologies, Inc. (the "Company") is filing this Amendment No. 3
to its Annual Report on Form 10-KSB for the fiscal year ended February 28, 2005,
originally filed with the Securities and Exchange Commission on May 27, 2005,
solely to refile a revised version of Exhibit 10.46. The redacted version of
this exhibit filed today was amended in accordance with a revised application
for confidential treatment filed separately by the Company with the SEC.
Also, included in this filing are (1) the complete text of Item 13 of Part
III, including the list of exhibits, (2) the signature page and (3) the
certifications required by Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended, which have been filed as Exhibits 31.1 and 31.2 to this
Amendment. Except as described above, this Amendment does not amend, supplement
or update any other information set forth in the Annual Report on Form 10-KSB
for the fiscal year ended February 28, 2005.
PART III
Item 13. Exhibits.
Exhibit No. Exhibit Description Location
2.1 Articles of Merger Incorporated by reference to Exhibit 3.2 to
Biophan's Form 10-KSB for the year ended
February 29, 2000 (the "2000 10-KSB")
2.2 Articles of Dissolution Incorporated by reference to Exhibit 3.3 to
the 2000 10-KSB
2.3 Exchange Agreement, dated as of December 1, Incorporated by reference to Exhibit 2.3 to
2000, by and among Biophan, Biomed Solutions, Biophan's Registration Statement on Form SB-2
LLC (formerly Biophan, LLC), and LTR (File No. 333-102526) (the "Prior
Antisense Technology, Inc. Registration")
2.4 Agreement dated as of February 24, 2005 among Incorporated by reference to Exhibit 2.4 to
Biophan, aMRIs GmbH, Dr. Michael Friebe, the 2005 Form 10-KSB.
Tomovation GmbH, Prof. Dr. Andreas Melzer,
Dipl-Ing. Gregor Schaefers, and Dipl.
Betriebsw. Andreas Pieper
3.1 Articles of Incorporation (Nevada) Incorporated by reference to Exhibit 3.1 to
the 2000 10-KSB
3.2 Bylaws (Nevada) Incorporated by reference to Exhibit 3.2 to
Biophan's Form 10-SB filed on May 13, 1999.
3.3 Amendment to the Articles of Incorporation Incorporated by reference to Exhibit 3.1(i) to
Biophan's Form 8-K, filed December 15, 2000.
3.4 Amendment to Exchange Agreement Incorporated by reference to Exhibit 2 to
Biophan's Form 10-KSB for the year ended
February 28, 2001 and filed as an exhibit to
Form SB-2/A on May 1, 2003.
3.5 Certificate of Amendment to Articles of Incorporated by reference to Exhibit 3.1(i) to
Incorporation Biophan's Form 8-K on August 27, 2001.
4.1 Stock Purchase Warrant issued to Biomed Incorporated by reference to Exhibit 4.1 to
Solutions, LLC (formerly Biophan, LLC) dated Biophan's Form 10-QSB for the period ended May
June 4, 2002 31, 2002.
4.2 Stock Purchase Warrant issued to Bonanza Incorporated by reference to Exhibit 4.2 to
Capital Masterfund Ltd. Biophan's Form 10-QSB for the period ended May
31, 2002.
4.3 Restated Stock Purchase Warrant issued to Incorporated by reference to Exhibit 4.3 to
Biomed Solutions, LLC, dated January 8, 2003 Biophan's Form 10-QSB for the period ended
November 30, 2002.
4.4 Stock Purchase Warrant issued to Biomed Incorporated by reference to Exhibit 4.4 to
Solutions, LLC dated November 11, 2002 Biophan's Form 10-QSB for the period ended
November 30, 2002.
4.5 Form of Stock Purchase Warrant issued to Incorporated by reference to Exhibit 4.5 to
principals of Carolina Financial Services, Biophan's Form 10-QSB for the period ended
for a total of 121,572 shares November 30, 2002.
4.6 Form of Stock Purchase Warrant to be issued Incorporated by reference to Exhibit 4.6 to
to Carolina Financial services in connection Biophan's Form 10-QSB for the period ended
with the Stock Purchase Agreement with November 30, 2002.
Spectrum Advisors, Ltd
4.7 Form of Stock Purchase Warrant issued to Incorporated by reference to Exhibit 4.7 to
investors in private placement of securities, Biophan's Form 10-QSB for the period ended
for a total of 2,770,550 shares November 30, 2002.
Exhibit No. Exhibit Description Location
4.8 Stock Purchase Warrant issued to SBI USA, LLC Incorporated by reference to Exhibit 4.8 to
Biophan's Form 10-QSB for the period ended
November 30, 2002.
4.9 Registration Rights Agreement dated February Filed as an Exhibit to Registration Statement
10, 2004 by and among Biophan Technologies, filed on February 10, 2004.
Inc., Biomed Solutions, LLC and SBI
Brightline Consulting, LLC
4.10 Note and Pledge Agreement dated November 24, Incorporated by reference to Exhibit 4.10 to
2005 between Biophan, Tomovation GmbH and the 2005 Form 10-KSB.
Prof. Dr. Andreas Melzer
4.11 Convertible Promissory Note of Biophan Incorporated by reference to Exhibit 10.2 to
payable to the order of Biomed Solutions, LLC Biophan's Form 10-QSB for the period ended May
dated June 4, 2002 31, 2002
4.12 Stock Purchase Agreement between Biophan and Incorporated by reference to Exhibit 10.4 to
Bonanza Capital Masterfund LTD Biophan's Form 10-QSB for the period ended May
31, 2002.
4.13 Registration Rights Agreement between Biophan Incorporated by reference to Exhibit 10.6 to
and Bonanza Capital Masterfund LTD Biophan's Form 10-QSB for the period ended May
31, 2002.
4.14 Stock Purchase Agreement between Biophan and Incorporated by reference to Exhibit 10.16 to
Spectrum Advisors, Ltd. Biophan's Form 10-QSB for the period ended
November 30, 2002.
4.15 Registration Rights Agreement between Biophan Incorporated by reference to Exhibit 10.18 to
and Spectrum Advisors, Ltd. Biophan's Form 10-QSB for the period ended
November 30, 2002.
4.16 First Amendment to Restated Stock Purchase Incorporated by reference to Exhibit 10.27 to
Agreement between Biophan and Spectrum Biophan's Form SB-2/A on March 14, 2003.
Advisors, Ltd.
4.17 Stock Purchase Agreement dated October 1, Filed as Exhibit 10.50 to Biophan's Form SB-2
2003 between Biophan and SBI Brightline filed on October 9, 2003.
Consulting, LLC.
4.18 Stock Purchase Agreement dated February 5, Filed as Exhibit 10.52 to Registration
2004 between Biophan and SBI Brightline Statement filed on February 10, 2004.
Consulting, LLC.
4.19 2001 Stock Option Plan Filed as Exhibit 10.53 to Registration
Statement filed on February 10, 2004.
4.20 Termination of Stock Purchase Agreement Incorpor Incorporated by reference to Exhibit 4.20 on
reference to Exhibit 4.20 on between Biophan and Form 10-KSB/A filed on June 22, 2005
Brightline Form 10-KSB/A filed on June 22, 2005.
Consulting, LLC
4.21 Stock Purchase Agreement dated May 27, 2005 Incorporated by reference to Exhibit 4.21 on
between Biophan and SBI Brightline XI, LLC Form 10-KSB/A filed on June 22, 2005.
4.22 Convertible Promissory Note of Biophan Incorporated by reference to Exhibit 4.22 on
payable to the order of Biomed Solutions, LLC Form 10-KSB/A filed on June 22, 2005.
dated May 27, 2005
4.23 Stock Purchase Warrant issued to Biomed Incorporated by reference to Exhibit 4.23 on
Solutions, LLC dated May 27,2005 Form 10-KSB/A filed on June 22, 2005.
10.1 Assignment, dated as of December 1, 2000, by Incorporated by reference to Exhibit 10.1 to
and between Biophan and Biomed Solutions, LLC Biophan's Form 8-K, filed December 15, 2000.
(formerly Biophan, LLC), a New York limited
liability company
4
Exhibit No. Exhibit Description Location
10.2 Security Agreement, dated as of December 1, Incorporated by reference to Exhibit 10.2 to
2000, by and between Biophan and Biomed Biophan's Form 8-K, filed December 15, 2000.
Solutions, LLC (formerly Biophan, LLC), a New
York limited liability company
10.3 Transfer Agreement Incorporated by reference to Exhibit 99.1 to
Biophan's Form 10-KSB for the year ended
February 28, 2001.
10.4 Amendment to Transfer Agreement Incorporated by reference to Exhibit 99.2 to
Biophan's Form 10-KSB for the year ended
February 28, 2001.
10.5 Line of Credit Agreement between Biophan and Incorporated by reference to Exhibit 10.1 to
Biomed Solutions, LLC dated June 4, 2002 Biophan's Form 10-QSB for the period ended May
31, 2002.
10.6 Escrow Agreement between Biophan, Bonanza Incorporated by reference to Exhibit 10.5 to
Capital Masterfund LTD and Boylan, Brown, Biophan's Form 10-QSB for the period ended May
Code, Vigdor & Wilson LLP 31, 2002.
10.7 Executive Employment Agreement between Incorporated by reference to Exhibit 10.7 to
Biophan and Michael L. Weiner dated December Biophan's Form 10-QSB for the period ended May
1, 2000 31, 2002.
10.8 Executive Employment Agreement between Incorporated by reference to Exhibit 10.8 to
Biophan and Jeffrey L. Helfer dated June 6, Biophan's Form 10-QSB for the period ended May
2002 31, 2002.
10.9 Executive Employment Agreement between Incorporated by reference to Exhibit 10.9 to
Biophan and Stuart G. MacDonald dated June 6, Biophan's Form 10-QSB for the period ended May
2002 31, 2002.
10.10 Executive Employment Agreement between Incorporated by reference to Exhibit 10.10 to
Biophan and Robert J. Wood dated June 6, 2002 Biophan's Form 10-QSB for the period ended May
31, 2002.
10.11 Financial Accommodations Agreement between Incorporated by reference to Exhibit 10.11 to
Biophan and Bellador (Labuan) Ltd dated July Biophan's Form 10-QSB for the period ended May
1, 2002 31, 2002.
10.12 Escrow Agreement between Biophan, Spectrum Incorporated by reference to Exhibit 10.17 to
Advisors, Ltd. and Boylan, Brown, Code, Biophan's Form 10-QSB for the period ended
Vigdor & Wilson LLP. November 30, 2002.
10.13 Lease Agreement between Biophan and High Incorporated by reference to Exhibit 10.19 to
Technology of Rochester, Inc. Biophan's Form SB-2/A on March 14, 2003.
10.14 Strategic Partnership Agreement between Incorporated by reference to Exhibit 10.20 to
Biophan and UB Business Alliance dated Biophan's Form SB-2/A on March 14, 2003.
December 10, 2001
10.15 License Agreement between Biophan, Xingwu Filed as Exhibit 10.50 to Biophan's Form SB-2
Wang and Nanoset, LLC dated January 15, 2004 filed on October 9, 2003.
10.16 Patent License Agreement between Biophan and Incorporated by reference to Exhibit 10.22 to
Deborah D. L. Chung dated April 5, 2002 Biophan's Form SB-2/A on March 14, 2003.
10.17 License Agreement between Biophan and Johns Incorporated by reference to Exhibit 10.23 to
Hopkins University Biophan's Form SB-2/A on March 14, 2003.
10.18 Advisory Agreement between Biophan and SBI Incorporated by reference to Exhibit 10.24 to
USA, LLC dated December 18, 2002 Biophan's Form SB-2/A on March 14, 2003.
10.19 Development Agreement between Biophan and Incorporated by reference to Exhibit 10.25 to
Alfred University dated February 21, 2002 Biophan's Form SB-2/A on March 14, 2003.
10.20 Development Agreement between Biophan and Incorporated by reference to Exhibit 10.26 to
Alfred University dated January 24, 2003 Biophan's Form SB-2/A on March 14, 2003.
***Material omitted pursuant to a confidential treatment request and filed
separately with the commission.
5
Exhibit No. Exhibit Description Location
10.21 Development Agreement between Biophan and Incorporated by reference to Exhibit 10.28 to
Greatbatch Enterprises, Inc., dated February Biophan's Form SB-2/A on May 1, 2003.
28, 2001
10.22 Assignment of Patent No: 60,269,817, by and Incorporated by reference to Exhibit 10.29 to
between Biophan and Michael L. Weiner, Wilson Biophan's Form SB-2/A on May 1, 2003.
Greatbatch, Patrick R. Connelly, and Stuart
G. MacDonald
10.23 Assignment of Patent No: 10,077,988, by and Incorporated by reference to Exhibit 10.30 to
between Biophan and Patrick R. Connelly, Biophan's Form SB-2/A on May 1, 2003.
Michael L. Weiner, Stuart G. MacDonald,
Thomas H. Foster, Wilson Greatbatch, and
Victor Miller
10.24 Assignment of Patent No: 10,077,836, by and Incorporated by reference to Exhibit 10.31 to
between Biophan and Michael L. Weiner, Stuart Biophan's Form SB-2/A on May 1, 2003.
G. MacDonald, and Patrick R. Connelly
10.25 Assignment of Patent No: 10,077,823, by and Incorporated by reference to Exhibit 10.32 to
between Biophan and Patrick R. Connelly, Biophan's Form SB-2/A on May 1, 2003.
Michael L. Weiner, Jeffrey L. Helfer , Stuart
G. MacDonald, and Victor Miller
10.26 Assignment of Patent No: 10,077,978, by and Incorporated by reference to Exhibit 10.33 to
between Biophan and Michael L. Weiner, Biophan's Form SB-2/A on May 1, 2003.
Jeffrey L. Helfer, Stuart G. MacDonald,
Patrick R. Connelly, and Victor Miller
10.27 Assignment of Patent No: 10,078,062, by and Incorporated by reference to Exhibit 10.34 to
between Biophan and Michael L. Weiner, Biophan's Form SB-2/A on May 1, 2003.
Patrick R. Connelly, Stuart G. MacDonald,
Jeffrey L. Helfer, Victor Miller
10.28 Assignment of Patent No: 10,077,932, by and Incorporated by reference to Exhibit 10.35 to
between Biophan and Michael L. Weiner, Biophan's Form SB-2/A on May 1, 2003.
Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller
10.29 Assignment of Patent No: 10,077,887, by and Incorporated by reference to Exhibit 10.36 to
between Biophan and Michael L. Weiner, Biophan's Form SB-2/A on May 1, 2003.
Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller
10.30 Assignment of Patent No: 10,077,883, by and Incorporated by reference to Exhibit 10.37 to
between Biophan and Michael L. Weiner, Biophan's Form SB-2/A on May 1, 2003.
Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller
10.31 Assignment of Patent No: 10,077,958, by and Incorporated by reference to Exhibit 10.38 to
between Biophan and Michael L. Weiner, Biophan's Form SB-2/A on May 1, 2003.
Jeffrey L. Helfer, Patrick R. Connelly,
Stuart G. MacDonald, and Victor Miller
10.32 Assignment of Patent No: 10,077,888, by and Incorporated by reference to Exhibit 10.39 to
between Biophan and Patrick R. Connelly, Biophan's Form SB-2/A on May 1, 2003.
Stuart G. MacDonald, and Michael L. Weiner
10.33 Assignment of Patent No: 60,357,935, by and Incorporated by reference to Exhibit 10.40 to
between Biophan and Jeffrey L. Helfer, Robert Biophan's Form SB-2/A on May 1, 2003.
W. Gray, and Michael L. Weiner
10.34 Assignment of Patent No: 10,132,457, by and Incorporated by reference to Exhibit 10.41 to
between Biophan and Stuart G. MacDonald, Biophan's Form SB-2/A on May 1, 2003.
Jeffrey L. Helfer, and Michael L. Weiner
6
Exhibit No. Exhibit Description Location
10.35 Assignment of Patent No: 09,864,944, by and Incorporated by reference to Exhibit 10.42 to
between Biophan and Wilson Greatbatch, Biophan's Form SB-2/A on May 1, 2003.
Patrick R. Connelly and Michael L. Weiner
10.36 Assignment of Patent No: 09,865,049, by and Incorporated by reference to Exhibit 10.43 to
between Biophan and Victor Miller, Wilson Biophan's to Form SB-2/A on May 1, 2003.
Greatbatch, Patrick R. Connelly and Michael
L. Weiner
10.37 Assignment of Patent No: 09,885,867, by and Incorporated by reference to Exhibit 10.44 to
between Biophan and Wilson Greatbatch, Biophan's Form SB-2/A on May 1, 2003.
Patrick R. Connelly and Michael L. Weiner
10.38 Assignment of Patent No: 09,885,868, by and Incorporated by reference to Exhibit 10.45 to
between Biophan and Victor Miller, Wilson Biophan's Form SB-2/A on May 1, 2003.
Greatbatch, Patrick R. Connelly and Michael
L. Weiner
10.39 Assignment of Patent No: 10,283,530, by and Incorporated by reference to Exhibit 10.46 to
between Biophan and Wilson Greatbatch and Biophan's Form SB-2/A on May 1, 2003.
Michael L. Weiner
10.40 Assignment of Patent No: 10,369,429, by and Incorporated by reference to Exhibit 10.47 to
between Biophan and Jeffrey L. Helfer, Robert Biophan's Form SB-2/A on May 1, 2003.
W. Gray, and Michael L. Weiner
10.41 Assignment of Patent No: 10,162,318, by and Incorporated by reference to Exhibit 10.48 to
between Biophan and Biomed Solutions, LLC Biophan's Form SB-2/A on May 1, 2003.
10.42 Strategic Partnership Agreement between Incorporated by reference to Exhibit 10.49 to
Biophan and UB Business Alliance dated May Biophan's Form SB-2/A on July 11, 2003.
27, 2003.
10.43 Development Agreement between Biophan and Filed as Exhibit 10.51 to Biophan's Form SB-2
Alfred University dated July 17, 2003 filed on October 9, 2003.
10.44 Letter Agreement dated August 19, 2002 Filed as Exhibit 10.54 to Amendment No. 2 to
between Biomed Solutions, LLC and Biophan Registration Statement filed on April 9, 2004.
10.45 Payment Agreement dated June 3, 2004 between Incorporated by reference to Exhibit 99.1 to
Biophan and TE Bio LLC Form 8-K dated June 3, 2004.
10.46 AMP-Biophan License Agreement dated February Filed herewith.
24, 2005 between Biophan and aMRIs Patent
GmbH (Biophan has requested confidential
treatment of certain confidential portions of
this Agreement and has filed this Agreement
separately with the SEC)
10.47 Employment Agreement dated February 24, 2005 Incorporated by reference to Exhibit 10.47 to
among aMRIs GmbH, Dr. Michael Friebe and the 2005 Form 10-KSB.
Biophan
10.48 Capital Pledge Agreement dated February 24, Incorporated by reference to Exhibit 10.48 on
2005 among Biophan, TomoVation GmbH, and Form 10-KSB/A filed on June 22, 2005.
Prof. Dr. Andreas Melzer
10.49* Executive Employment Agreement between Incorporated by reference to Exhibit 10.49 on
Biophan and John F. Lanzafame effective as of Form 10-KSB/A filed on June 22, 2005.
September 9, 2004
10.50 Line of Credit Agreement dated May 27, 2005 Incorporated by reference to Exhibit 10.50 to
between Biophan and Biomed Solutions, LLC the 2005 Form 10-KSB.
14.1 Code of Ethics for Senior Financial Officers Incorporated by reference to Exhibit 14.1 to
the 2005 Form 10-KSB.
7
Exhibit No. Exhibit Description Location
21 Subsidiaries Incorporated by reference to Exhibit 21 to the
2005 Form 10-KSB.
23.1 Consent of Goldstein Golub Kessler LLP Incorporated by reference to Exhibit 23.1 to
the 2005 Form 10-KSB.
23.3 Consent of Frank G. Shellock Incorporated by reference to Exhibit 23.2 to
Biophan's Form SB-2/A on May 22, 2003.
23.4 Consent of Robert Rubin M.D. Incorporated by reference to Exhibit 23.3 to
Biophan's Form SB-2/A on May 1, 2003.
31.1 Certification of C.E.O. pursuant to Rule Filed herewith
13a-14(a)
31.2 Certification of C.F.O. pursuant to Rule Filed herewith
13a-14(a)
8
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIOPHAN TECHNOLOGIES, INC.
By: \s\ Michael L. Weiner
----------------------------------
Name: Michael L. Weiner
Title: President, CEO and Director
Dated: March 31, 2006
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
\s\ Michael L. Weiner President, CEO and Director March 31, 2006
----------------------
Michael L. Weiner
\s\ Darryl L. Canfield Vice President, Secretary, Treasurer March 31, 2006
---------------------- and CFO (Principal Financial Officer
Darryl L. Canfield and Principal Accounting Officer)
\s\ Guenter H. Jaensch Chairman March 31, 2006
----------------------
Guenter H. Jaensch
\s\ Ross B. Kenzie Director March 31, 2006
----------------------
Ross B. Kenzie
\s\ Steven Katz Director March 31, 2006
----------------------
Steven Katz
\s\ Robert S. Bramson Director March 31, 2006
----------------------
Robert S. Bramson
\s\ Michael Friebe Director March 31, 2006
----------------------
Michael Friebe