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 2, 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 2, 2007, Biophan Technologies, Inc. (the “Company”) entered into a
Securities Purchase Agreement (the “Agreement”) with Myotech, LLC, a New York
limited liability company (“Myotech”), pursuant to which the Company agreed to
purchase from Myotech an aggregate of 15,496,547 membership units for an
aggregate purchase price of $3,200,000. Prior to the execution of the Agreement
Biophan owned 5,408,194 Class A Membership Units of Myotech. In accordance
with
the Agreement, upon execution of the Agreement Biophan received 5,000,000
Class
A Membership Units and was to receive an addition 4,316,547 Class A Membership
Units upon the payment of an aggregate initial purchase price of $1,200,000.
Thereafter, upon the satisfaction of certain conditions, Biophan would purchase
an additional 6,180,000 Class A Membership Units of Myotech for a purchase
price
of $2,000,000. As
a
result of this investment the Company’s holdings in Myotech will increase to 68
percent from 44 percent prior to the deal and provide Biophan with control
of a majority of the Board of Directors of Myotech.
Myotech
is a private company developing a novel circulatory support device that is
designed to restore full cardiac output from an arrested heart. Myotech's
technology addresses one of the most significant unmet needs in healthcare,
acute circulatory support for patients suffering from sudden cardiac arrest.
Today in the United States, over 260,000 patients suffer in-hospital cardiac
arrest every year, and about 80 percent of those patients do not survive.
The
Company anticipates that the Myotech Circulatory Support System (CSS) will
dramatically improve these outcomes.
Item
9.01 Exhibits.
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Exhibit
Number
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Description
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10.1
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Securities
Purchase Agreement, dated October 2, 2007, by and between Biophan
Technologies, Inc. and Myotech,
LLC.
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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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