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) May 23, 2006
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 Sale of Equity Securities
On May 23, 2006, we issued and sold 1,000,000 shares of our Common Stock,
at a price of $2.00 per share, to SBI Brightline XI, LLC ("SBI"). The sale was
made pursuant to the Stock Purchase Agreement dated as of May 27, 2005 between
us and SBI (as amended by Amendment No. 1 thereto dated January 9, 2006, the
"Stock Purchase Agreement"). The shares sold on May 23 constitute the first of
ten tranches of shares which we may require SBI to purchase under the Stock
Purchase Agreement. Each tranche consists of 1,000,000 shares and may be sold to
SBI at any time, in our sole discretion. The shares in the various tranches are
issuable at increasing prices, ranging from $2.00 to $4.00 per share. If the
Stock Purchase Agreement facility is fully utilized, we would receive aggregate
proceeds of $30,000,000, at an average price of $3 per share.
The issuance and sale of the shares was made without registration under
the Securities Act of 1933 pursuant to the exemption provided in Section 4(2)
thereof.
Item 7.01. Regulation FD Disclosure
On May 19, 2006, we issued a press release announcing that we had
exercised our rights under the Stock Purchase Agreement to require SBI to
purchase the shares of our Common Stock whose issuance is reported in Item 3.02
above. A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Number Exhibit
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99.1 Press release dated May 19, 2006 entitled "Biophan Sells One Million
Shares Of Common Stock To SBI For $2 Million; Financing to Fund
Company's Development Objectives and Continue Expansion of Marketing
Efforts"
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.
Date: May 24, 2006 /s/ Darryl L. Canfield
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Darryl L. Canfield
Chief Financial Officer