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): October 3, 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):
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
October 11, 2006, Biophan Technologies, Inc. (the “Company”) entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with ten independent
private investors. Pursuant to the Purchase Agreement, the Company issued
an
aggregate of $7,250,000 face amount Senior Secured Convertible Notes (the
"Notes") to the investors.
The
Notes
are convertible at any time at the option of the holders into shares of the
Company’s common stock based upon a price of $0.67 per share (the "Conversion
Price"). Interest on the outstanding principal amount under the Notes is
payable
quarterly at a rate equal to the six-month London InterBank Overnight Rate
plus
500 basis points, with a minimum rate of 10% per annum and a maximum rate
of 12%
per annum, payable at the option of the Company in cash or shares of our
common
stock registered for resale under the Securities Act of 1933, as amended
(the
"Securities Act"). If the Company elects to make an interest payment in common
stock, the number of shares issuable by the Company will be based upon the
lower
of (i) 90% of the 20-day trailing volume weighted average price per share
as
reported on Bloomberg LP (the "VWAPS") or (ii) the Conversion Price. Principal
on the Notes amortizes and payments are due in 33 equal monthly installments
commencing four months following issuance of the Notes, and may be made at
the
option of the Company in cash or shares of the Company’s common stock registered
for resale under the Securities Act. If the Company elects to make a principal
payment in common stock, the number of shares issuable by the Company will
be
based upon the lower of (i) 87.5% of the 15-day trailing VWAPS prior to the
principal payment date or (ii) the Conversion Price.
The
obligations of the Company under the Notes are secured by a first priority
security interest in substantially all of our assets pursuant to a Security
Agreement dated as of October 11, 2006 between the Company and Iroquois,
as
agent for the investors (the "Security Agreement").
As
further consideration to the investors, the Company issued one-year warrants
to
purchase an aggregate of 10,820,896 shares of our common stock at a price
of
$0.67 per share. If the investors elect to exercise these one-year warrants,
they will also receive additional five-year warrants to purchase shares of
the
Company’s common stock equal to the number of shares purchased under the
one-year warrants, with 50% of the additional warrants having an exercise
price
of 115% of the per share purchase price, and the remaining 50% of the additional
five-year warrants having an exercise price of 125% of the per share purchase
price. The Company also issued to the investors two series of five-year warrants
to purchase an aggregate of 10,820,896 shares of the Company’s common stock. The
first five-year warrants allow for the purchase of 5,410,498 shares of the
Company’s common stock at an exercise price of $0.81 per share, and the second
five-year warrants allow for the purchase of 5,410,498 shares of our common
stock at an exercise price of $0.89 per share. The warrants contain
anti-dilution protection that should the Company issue equity or equity-linked
securities at a price per common share below the exercise price of the five-year
warrants, will automatically adjust the exercise price of the warrants to
the
price at which the Company issue such equity or equity-linked
securities.
On
October 3, 2007, the Company entered into Amendment No. 1 to Securities Purchase
Agreement, Senior Secured Convertible Notes, Warrants and Security Agreement
(the “Amendment”) with the independent private investors.
Pursuant
to the Amendment, the Company agreed to amend the Notes to provide that even
if
the Company elects to make a monthly installment payment in cash, the holder
will have the right to convert any portion of the Note into common stock
of the
Company and apply the number of shares the holder would have received had
the
Company elected to make payment in common stock. In addition, the Conversion
Price was reduced to $0.15. The Amendment also amended the warrants to reduce
the exercise prices of the various warrants to $0.23. In exchange for the
foregoing the investors released certain intellectual property for the Security
Agreement, allowing the Company to transfer and sell such intellectual property.
In
the
Amendment, the Company also agreed to certain spending covenants in connection
with the proceeds it will receive from the sale of the intellectual property
under the Intellectual Property Assignment Agreement dated as of August 6,
2007
by and between Biophan and Medtronic, Inc . The Amendment also granted certain
additional rights to the investors related to Biophan’s majority owned
subsidiary Myotech, LLC including the right to consent to the appointment
of
Biophan's representatives to Myotech’s Board of Directors.
Simultaneously
with the transaction, the Company and Michael L. Weiner entered into a Severance
Agreement and Covenants pursuant to which Mr. Weiner would receive $100,000
in
cash and $250,000 worth of shares of the Company’s common stock in connection
with his resignation as President and a member of the Board of Directors
of the
Company.
Item
9.01 Exhibits.
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Exhibit
Number
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Description
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4.1
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Securities
Purchase Agreement, dated October 11, 2006, by and among Biophan
Technologies, Inc. and those Purchasers named therein (incorporated
by
reference to the exhibits to Registrants Form 8-K filed on October
13,
2006).
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4.2
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Form
of Senior Secured Convertible Notes due October 11, 2009 to be
issued
pursuant to the Securities Purchase Agreement, dated October 11,
2006, by
and among Biophan Technologies, Inc. and those Purchasers named
therein
(incorporated by reference to the exhibits to Registrants Form
8-K filed
on October 13, 2006).
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4.3
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Form
of Five-Year Warrants to be issued pursuant to the Securities Purchase
Agreement, dated October 12, 2006, by and among Biophan Technologies,
Inc.
and those Purchasers named therein (incorporated by reference to
the
exhibits to Registrants Form 8-K filed on October 13,
2006).
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4.4
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Form
of One-Year Warrants to be issued pursuant to the Securities Purchase
Agreement, dated October 12, 2006, by and among Biophan Technologies,
Inc.
and those Purchasers named therein (incorporated by reference to
the
exhibits to Registrants Form 8-K filed on October 13,
2006).
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4.5
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Amendment
No. 1 to Securities Purchase Agreement, Senior Secured Convertible
Notes,
Warrants and Security Agreement, by and among Biophan Technologies,
Inc.
and those Purchasers named therein.
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4.6
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Consent
and Authorization Agreement, dated
October 3, 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:
October 5, 2007
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By:
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/s/ John F. Lanzafame
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Name:
John F. Lanzafame
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Title:
Chief Executive Officer
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