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): September 10, 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
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14534
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 10, 2007, our Board of Directors dissolved the Executive Committee
and
appointed John F. Lanzafame, our current Chief Operating Officer, as interim
Chief Executive Officer until a permanent successor is selected. Mr. Lanzafame
will receive annual compensation of $198,000 and options to purchase 500,000
shares of common stock of the Company for acting as interim Chief Executive
Officer. In addition, Mr. Lanzafame will be entitled to additional bonus
compensation based on the achievement of certain milestones.
John
F.
Lanzafame joined Biophan in 2004 and has served as Vice President-Business
Development and President of Nanolution, LLC, the drug delivery division of
Biophan. In 2006, Mr. Lanzafame was promoted to Chief Operating Officer of
Biophan and currently leads operations and business development for the Company.
From 1989 to 2004, Mr. Lanzafame was employed by STS Biopolymers, Inc., a
privately held medical device company that marketed high performance
polymer-based coatings for the medical device industry, including drug eluting
surfaces for devices such as coronary stents and indwelling catheters, serving
in a variety of positions from 1989 to 2003 and as President beginning in 2003.
Mr. Lanzafame left STS Biopolymers in 2004, following sale of the company to
Angiotech Pharmaceuticals. Mr. Lanzafame is a member of the Board of Directors
of NaturalNano, Inc., the principal owner of which is Technology Innovations,
LLC. NaturalNano has entered into a research and development agreement with
us
for drug eluting technology.
Item
9.01 Exhibits.
Exhibit
Number Description
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10.1
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Executive
Employment Agreement, dated September 9, 2004, by and between Biophan
Technologies, Inc. and John Lanzafame (incorporated by reference
to Form
10-KSB/A filed on June 22, 2005).
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10.2
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Amendment
to Executive Employment Agreement by and between Biophan Technologies,
Inc. and John F. Lanzafame, dated September 10,
2007.
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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:
September 13, 2007 |
By: |
/s/
Robert J. Wood |
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Name:
Robert J. Wood |
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Title:
Interim Chief Financial Officer
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