Unassociated Document
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): August 6, 2007
BIOPHAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-26057
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82-0507874
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15
Schoen
Place, Pittsford, New York 14534
(Address
of principal executive offices) (Zip Code)
Copies
to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
N/A
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ]
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
August
6, 2007, Biophan Technologies, Inc. (the “Company”) entered into an Intellectual
Property Assignment Agreement with Medtronic, Inc., a Minnesota corporation
(“Medtronic”), pursuant to which the Company agreed to transfer and sell to
Medtronic all of its interest in and to certain intellectual property owned
by
the Company for an aggregate purchase price of $11,000,000, which amount will
be
reduced to $10,500,000 if the closing does not occur within 60 days of the
execution of the agreement. The intellectual property which the Company is
selling consists of the Company’s patents related to MRI safety of implantable
medical devices, including pacemakers.
The
closing of the sale is subject to the Company obtaining consent from its senior
creditors and a release of the security interest in the intellectual property
being sold, along with other closing conditions. The agreement may be terminated
either by Medtronic, in the event the closing has not occurred within 90 days
of
its execution, if the agreement was not breached by Medtronic; by Medtronic
if
the Company has breached the agreement and failed to cure such breach; or,
by
the Company in the event the closing has not occurred within 90 days of its
execution, if the agreement was not breached by the Company.
Item
7.01 Regulation
FD Disclosure.
On
August 9, 2007, the Company announced the sale of certain patents. A copy
of the press release that discusses this matter is attached hereto as Exhibit
99.1 and is incorporated by reference in this Item 7.01. In accordance with
Regulation FD, this current report is being filed to publicly disclose all
information that was provided in the press release. This report under
Item 7.01 is not deemed an admission as to the materiality of any
information in this report that is required to be disclosed solely by
Regulation FD.
Item
9.01 Exhibits.
Exhibit
Number
Description
10.1 Intellectual
Property Assignment Agreement, dated August 6, 2007, by and between
Biophan
Technologies,
Inc. and with Medtronic, Inc.
99.1 Press
Release of Biophan Technologies, Inc., dated August 9, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities and 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.
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Dated: August 9, 2007
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By: /s/
John
Lanzafame
Name:
John Lanzafame
Title:
Chief Operating Officer
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