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): September 19, 2006
BIOPHAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-26057
|
82-0507874
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
file number)
|
(I.R.S.
Employer Identification No.)
|
150
Lucius Gordon Drive, Suite 215 West
Henrietta, New York
14586
(Address
of principal executive offices) (Zip code)
(585)
214-2441
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
September 19, 2006, we entered into a Lease, with Schoen Place, LLC, for new
corporate headquarters located at 15 Schoen Place, Pittsford, New York. The
lease covers approximately 4,470 square feet of office space and approximately
1,000 of laboratory space. The lease term extends to November 30, 2021, subject
to our right to terminate at any time after August 31, 2008 upon 90 days’
notice.
For
the
lease years commencing December 1, 2006 and 2007, we will pay an annual base
rent of $89,558. For each year commencing on December 1, 2008 and continuing
through November 30, 2010, the base rent will increase by 5% over the previous
year’s rent. For each year commencing on December 1, 2010 and continuing through
November 30, 2016, the base rent will increase by 3% over the previous year’s
rent. The landlord will be responsible for all real property taxes for the
first
38 months of the lease term; thereafter, the landlord will absorb the first
3%
of any increase in the real property taxes on the premises in which our facility
is located and two-thirds of the remaining 97% of any such increase,
while we have agreed to reimburse the landlord for our proportionate share
(48%)
of the remaining one-third such 97%. We have agreed to pay our proportionate
share of the electric, water and other utility charges for premises’ interior
common areas.
We
expect our lease costs at the new facility to be
approximately $22,000 less than the lease costs at our present facility,
representing a cost savings of approximately 19.6%.
The
Lease
contains other customary provisions covering such matters as assignment and
subleasing, maintenance of the premises, insurance, signage parking,
environmental matters and quiet enjoyment. The Lease is filed herewith as
Exhibit 10.1 and the foregoing description of the Lease is qualified in its
entirety by reference to such Exhibit.
We
expect
to occupy the premises in January 2007.
Item
9.01. Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
of Exhibit
|
|
10.1
|
Lease
between Schoen Place LLC and Biophan Technologies,
Inc.
|
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.
| |
|
|
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BIOPHAN
TECHNOLOGIES, INC. |
|
|
|
| Date: November
9, 2006 |
By: |
/s/ Darryl
L.
Canfield |
| |
Darryl
L. Canfield |
| |
Vice-President,
Treasurer and Chief
Financial Officer |