Biophan-die neue Microsoft?!
Seite 77 von 113 Neuester Beitrag: 26.07.23 00:01 | ||||
| Eröffnet am: | 15.05.04 09:58 | von: aida73 | Anzahl Beiträge: | 3.824 |
| Neuester Beitrag: | 26.07.23 00:01 | von: MrTrillion3 | Leser gesamt: | 389.574 |
| Forum: | Hot-Stocks | Leser heute: | 208 | |
| Bewertet mit: |  | |||
| Seite: < 1 | ... | 74 | 75 | 76 | | 78 | 79 | 80 | ... 113 > | ||||
bis jetzt scheinen die marken zu halten, aber der chart sieht noch immer scheiße aus.
die kursschwankungstheorien von aida sind interessant, aber wenn man sich die "läppischen" umsätze vor allem in den usa anschaut, glaube ich kaum, dass hier viele fonds engagiert sind. es ist und bleibt kurzfristig eine zockeraktie, die von kleinen leuten wie uns gehandelt werden.
wo der kurs in ein, zwei jahren steht weiß ich nicht, aber ich vertraue euren einschätzungen. deshalb habe ich den wert auch gekauft (2,09 €). zwar schon einige wochen, monate her, aber egal. die doch heftigen kursschwankungen der letzten zeit gehen eher auf trader zurück, die sich neben der story auch mit den charts beschäftigen.und die steigen heute vermutlich noch nicht ein oder wieder aus!
charttechnisch werden die nächsten wochen spannend; ich will hoffen, dass sich kein abwärtstrend vollends ausbildet ....
gruß aramed
Optionen
| Boardmail an "aramed" |
Wertpapier: Biophan Technologies |
Aktueller Wochenchart (log) seit November 2002 (1 Kerze = 1 Woche) und
aktueller Tageschart (log) seit März 2005 (1 Kerze = 1 Tag)
Diagnose: Die BIOPHAN Aktie markierte im Oktober 2003 das AllTimeLow bei 0,10 $ und startete eine Ralleye bis 1,65 $ am 11.01.2004. Nach 10monatiger Korrektur gelang im Oktober 2004 der Bruch der Abwärtstrendlinie seit dem AllTimeHigh im Dezember 2000. Die anschließende Aufwärtsbewegung brachte die Aktie auf ein Zwischenhoch bei 3,50 $ im März diesen Jahres. Seit dem korrigiert die Aktie auf hohem Niveau seitwärts und bestätigte im Tief der letzten Woche die multiple Unterstützungszone aus Aufwärtstrend seit Oktober 2003 und EMA50 und EMA200 bei 2,00 - 2,10 $. Damit ist die mittelfristig bullische Ausrichtung zunächst bestätigt, der nächsten Aufwärtsbewegung steht nichts mehr im Wege.
Prognose: Diese sollte mit dem Bruch der Oberkante der dreiecksförmigen Korrektur seit März bei aktuell 2,94 $ beginnen. Erstes Ziel ist das Märzhoch bei 3,50 $ und darüber hinaus das AllTimeHigh bei 7,25 $. Nach unten hin führt der Bruch der multiplen Unterstützungszone aus Aufwärtstrend seit Oktober 2003, Horizontalunterstützung und EMA50 und EMA200 bei 2,00 - 2,10 $ zu einer mittelfristigen Ausdehnung der Korrekturbewegung, vorzugshalber oberhalb von 1,49 - 1,65 $. Kurzfristig zu erwartende Rücksetzer in den Preisbereich 2,20 - 2,30 $ können zum spekulativen Aufbau mittelfristiger Long Positionen mit nahem Stop Loss bei 2,00 - 2,15 $ genutzt werden.
Von RB
By: palacian
28 Sep 2005, 03:06 PM EDT
Msg. 72205 of 72205
Jump to msg. #
may be another fluff/paid evaluation, but briefly thorough.
i eliminated some of their other touts (disclaimer). i
also eliminated some ads. for deleted info go to
www.microcapgems.com
just another example of putting info in front of more eyes
imo. appologize in advance to those who think this is
more goose down in their teeth.
palacian
IN THIS ISSUE
This Week's Gem
Biophan Technologies Inc.
-Outlook
-Summary Data
September 28, 2005 Volume 1, Issue 22
BIOPHAN TECHNOLOGIES INC.
(OTCBB: BIPH) $2.33
OUTLOOK
Biophan Technologies is a developer of next generation biomedical technologies for implanted systems (pacemakers) and interventional surgical devices (stents and defibrillators). The company’s technology solves problems associated with heating, induced voltage, and visibility inside the device. The technology allows the medical devices to be safe and compatible with the magnetic resonance imaging (MRI) environment.
Although we originally highlighted the company, we continue to find the stock attractive for a number of reasons including a large potential market for their technology, a sizable portfolio of patents, an apparent lack of competition, increasing sales efforts, impressive development partners, and considerable market potential of its development stage technologies. Furthermore, interest in neurostimulator safety appears to have picked up following an FDA issued warning about MRI and neurostimulators.
Additionally, from a technical analysis view point, the price appears to be near what we see as an upward trend line since August of 2003, which may offer long term investors an attractive entry opportunity should the upward trend continue.
MRI has become a popular diagnostic procedure providing a better view than compared to Cat Scans and X-rays and has a lower occurrence of side effects with repeated exposure. However, MRI technology cannot safely be used on patients with biomedical implants due to electromagnetic interference, which causes heating of devices and voltages that can cause a rapid heartbeat. In addition, many devices, such as stents, are safe under MRI but create interference with the MRI image.
Biophan’s technology solves both MRI safety problems and image compatibility issues. The technology can be utilized in numerous implanted and interventional devices including pacemakers, stents, catheters, guidewires, defibrillators, and neurostimulators, to name a few.
There are estimated to be as many as three million individuals within the U.S. who have a cardiac rhythm implant, many of who need an MRI examination. Additionally, there are over $12 billion products shipped annually that have either a safety or visual limitation problem with MRI.
Biophan’s business plan is to generate revenues through license fees and milestone and royalty payments. Due to lack of any known competition at this time, we believe the company will have the advantage of being the first to market. This lead should allow it to capture a decent portion of the annual $12 billion market. We also feel that Biophan will be able to demand a fair licensing/royalty fee resulting in as much as $250 million annually from the large and growing implanted systems and interventional surgical devices market.
However, Biophan’s business plan does not include funding for FDA approvals. Rather, device manufacturers will need to seek FDA approval for their products. Biophan believes that because it is making a device safer, as opposed to treating a condition differently, FDA approval will be a simple and uncomplicated procedure.
Biophan has a strong portfolio of patents for a company of its size. The company has 156 U.S. patents, licenses, and applications and 46 international patents and applications. The patents cover areas including drug delivery, nanotechnology (nanomagnetic particle coatings), radio frequency filters, polymer composites, thermoelectric materials for batteries generating power from body heat, and photonics.
While patents are good for 20 years from the time initially filed, the company has taken an aggressive stand by trying to give shareholders a longer annuity stream before the customer licensing stream starts to shift. By constantly coming up with new innovations and new patent filings Biophan believes it can continue to push that 20-year licensing revenue stream further into the future. Notably, the company believes it has over 90% of all patents issued in the world in the area of solving MRI safety problems and image compatibility issues. While we have not been able to verify this number, we know of no other company at this time that has a product which competes with Biophan’s technology.
What’s more, the company is in the process of expanding its sales and marketing efforts to reach additional customers and to handle the growing interest in MRI safety and the MRI safe Squiggle Motor.
Biophan also has a couple of very impressive development agreements for a company of its size. These types of agreements help to substantiate the company’s technology and expand its sales channels.
Biophan has had a joint development agreement with Boston Scientific (NYSE: BSX) since 2003 and the agreement has since expanded into multiple products and divisions. In June, the company executed a definitive equity investment agreement and a technology license with Boston Scientific. The company is also working in cooperation with NASA on a system for a biothermal battery for implantable devices using nano technology with body heat. Furthermore, Biophan has entered into non-disclosure agreements with manufacturers of biomedical and related devices.
While the biothermal battery may take another year or two of development, the company believes the market for this type of battery could be as much as $500 million. Also, Biophan is developing several drug delivery technologies. Analyst estimate the fast growing drug delivery technology market could be as high as $40 billion.
The company, still being in the development stage, generated no revenues during fiscal 2005, resulting in an operating loss of $5.967 million. At the end of the May 31, 2005, Biophan reported $263,975 in cash and a working capital deficit of $767,845.
It is important to note that although the company reported a working capital deficit in May 2005, the company brought in $5.75 million in investments and licensing payments from Boston Scientific in August and the cash is funding operations.
Furthermore, the company recently entered into a stock purchase agreement with SBI Brightline Consulting for up to $30 million at fixed prices averaging $3 per share (ranging from $2 to $4) if the entire facility is taken. The SBI facility requires an SEC registration.
Still, the company estimates that its cash requirements for the next 12 months will be approximately $7.4 million.
Biophan believes that with the capital from Boston Scientific, the SBI financing will provide more than adequate additional capital resources for the next 12 months. Furthermore, the company believes the Boston Scientific transaction may generate more than enough capital for Biophan to list on a major exchange!
While we find the stock very attractive we do caution readers of a few items.
Before Biophan can see any consistent revenue stream from license/royalty fees, FDA approval is needed. There is no guarantee that the company will succeed in receiving FDA approval for any of their products or how long it will take to receive FDA approval.
It is also possible Biophan will need to raise additional funding prior to commercialization. Readers should be warned that failure by the company to successfully obtain additional future funding if and when needed, may jeopardize the company’s ability to continue its business and operations.
Readers should additionally be aware that any additional funding may be through a private placement of stock. Additional equity financing may be dilutive to shareholders.
Regardless, we believe Biophan’s technology allowing medical devices to be safe and compatible with MRI holds much potential in the $12 billion annual product market in which it could be incorporated into. We only see the demand for this technology increasing as the public becomes more aware of its benefits. In turn, this demand would be positive to the company and its shareholders.
Additionally, the apparent lack of a competitor at this point combined with Biophan’s aggressive and dominant patent portfolio leads us to believe the company will be first to market and once there will be able to maintain a longer revenue stream life from its licenses.
We find Biophan an attractive longer term revenue growth play for risk tolerant investors.
For more information on Biophan please visit the company's web site at www.biophan.com. For investor information please contact the company at (585) 214-2441 or info@biophan.com. Also, Beacon Research has an issuer paid research report on Biophan. To see the report please go to www.beaconequityresearch.com. Furthermore, MIDAS research www.midasresearch.de has a report on Biophan. (On the home page menu click on 'research'. From the research page choose the 'English language research' link.)
Summary Data
52 wk high $3.50
52 wk low $0.73
One year return 187.65%
Average Daily Volume 723,200
Shares Outstanding (mil) 74.602
Market Capitalization ($mil) 173.8
Insider Ownership 12%
Annual Cash Dividend 0.0
Dividend Yield (%) 0.0
Risk level High
Industry Medical Instruments & Supplies
INCOME STATEMENT
Full Year Ended February 28 2005 2004
Revenues $0 $75,000
Cost of Sales NA NA
Gross Profit (loss) 0 75,000
Total Operating Expense 5,967,165 3,151,442
Loss before other (5,967,165) (3,076,442)
Total Other(Expenses) 173,618 (642,148)
Net Income (loss) $(5,793,547) $(3,718,570)
Basic and diluted earnings (loss) per share $ (0.08) $( 0.08)
AVERAGE ANALYST ESTIMATE
Full Year Ended Feb. 2006 2007
Fiscal Yr $(0.06)* $(0.02)*
*Single analyst Estimate.
BIOPHAN - Langfristig 200% Chance, wenn...
BIOPHAN Technologies (Nachrichten) (BIPH) : 2,47 $ (+2,49)
Aktueller Wochenchart (log) seit November 2002 (1 Kerze = 1 Woche) und
aktueller Tageschart (log) seit März 2005 (1 Kerze = 1 Tag)
Die BIOPHAN Aktie markierte im Oktober 2003 das AllTimeLow bei 0,10 $ und startete eine Ralleye bis 1,65 $ am 11.01.2004. Nach 10monatiger Korrektur gelang im Oktober 2004 der Bruch der Abwärtstrendlinie seit dem AllTimeHigh im Dezember 2000. Die anschließende Aufwärtsbewegung brachte die Aktie auf ein Zwischenhoch bei 3,50 $ im März diesen Jahres. Seit dem korrigiert die Aktie auf hohem Niveau seitwärts und bestätigte im Tief der letzten Woche die multiple Unterstützungszone aus Aufwärtstrend seit Oktober 2003 und EMA50 und EMA200 bei 2,00 - 2,10 $. Damit ist die mittelfristig bullische Ausrichtung zunächst bestätigt, der nächsten Aufwärtsbewegung steht nichts mehr im Wege.
Prognose: Diese sollte mit dem Bruch der Oberkante der dreiecksförmigen Korrektur seit März bei aktuell 2,94 $ beginnen. Erstes Ziel ist das Märzhoch bei 3,50 $ und darüber hinaus das AllTimeHigh bei 7,25 $. Nach unten hin führt der Bruch der multiplen Unterstützungszone aus Aufwärtstrend seit Oktober 2003, Horizontalunterstützung und EMA50 und EMA200 bei 2,00 - 2,10 $ zu einer mittelfristigen Ausdehnung der Korrekturbewegung, vorzugshalber oberhalb von 1,49 - 1,65 $. Kurzfristig zu erwartende Rücksetzer in den Preisbereich 2,20 - 2,30 $ können zum spekulativen Aufbau mittelfristiger Long Positionen mit nahem Stop Loss bei 2,00 - 2,15 $ genutzt werden.
Biophan Receives Patent on Improved Medical Device Safety Under MRI; Technology Senses Unsafe Electrical Energy, Automatically Creates Offsetting and Canceling Signal
BIOWIRE2K
ROCHESTER, N.Y.--(BUSINESS WIRE)--Oct. 3, 2005--Biophan Technologies, Inc. (OTCBB: BIPH), a developer of next-generation biomedical technology, announced today that it has been issued US patent 6,949,929 "Magnetic Resonance Imaging Interference Immune Device". This patent covers active electronic circuits that can sense unwanted electrical energy in a medical device and creates an offsetting signal that effectively cancels it. The Company believes this technology could be critical to the safety of a patient with a pacemaker, defibrillator, or nerve stimulator, who may inadvertently be placed in a Magnetic Resonance Imaging (MRI) machine. The Company also believes the technology can reduce or eliminate unwanted energy induced in a guidewire or other long conductive surgical tool that would otherwise be useful in less invasive catheter-based interventional procedures.
The typical pacemaker stimulation signal level (about 3 volts) and duration (about 1 millisecond) are intentionally well above the stimulation threshold of most individuals in order to pace the heart and to provide reliable operation. There is considerable variability in this stimulation threshold, and for some patients it can be well below 1 volt. In a typical 1.5 Tesla MRI system, a pulsed gradient field operates at 300 pulses per minute. Under some MRI test sequences and with some pacemaker lead layouts, a signal approaching 1 volt at this speed can potentially induce a heartbeat of 300 beats per minute. If this is not caught immediately the resulting catastrophic loss of blood pressure can be fatal
The long and extremely thin metal guidewires used in advanced interventional surgical procedures can generate electrical arcs and extreme localized heating under certain MRI imaging conditions, potentially harming both the patient and the surgeon. The Company believes its technology, protected by Biophan's US 6,949,929 patent, may also be applied to solve this problem.
Biophan's latest patent is one of a wide set of technologies developed to eliminate patient risks caused by the combination of these devices and the MRI signals and improve the image quality of these devices in MRI. Other Biophan technologies may be used to enhance the MRI visualization of interventional surgical tools that would otherwise be invisible under MRI. This eliminates the need for x-ray imaging to guide these procedures, limiting patient exposure to ionizing radiation and toxic contrast agents.
Michael Weiner, President and Chief Executive Officer of Biophan Technologies, said, "We are extremely pleased with the issuance of this patent, which further builds our extensive portfolio of protected technologies to make medical devices safe under MRI. Our technological visibility to global manufacturers of pacemakers, defibrillators and neurostimulators continues to rise. We have made substantial progress in our discussions with these companies about the potential implementation of our patented technology. It is Biophan's mission to see that medical devices are made safe and compatible with MRI, eliminating contraindications on devices related to MRI, particularly where it may be critical to ensure optimal patient care."
Registration No. 333-
--------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------------------------------
BIOPHAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 82-0507874
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
(585) 214-2441
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
--------------------------------------------------
Michael L. Weiner
Chief Executive Officer
Biophan Technologies, Inc.
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
(585) 214-2441
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
William E. Kelly, Esq.
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110
(617) 345-1000
--------------------------------------------------
Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. |_|
--------------------------------------------------
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
==================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of To Be Offering Price Aggregate Registration
Securities To Be Registered Registered(1) Per Share(2) Offering Price(2) Fee(3)
--------------------------------------------------
Common Stock, $0.005 par value 18,583,062 $ 2.43 $ 45,156,841 $ 5,315
==================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of the Registrant.
(2) Computed in accordance with Rule 457(c) under the Securities Act of 1933 (the "Securities Act"), solely for the purpose of calculating the registration fee, and based on the average of the high and low bid prices of the Common Stock of the Registrant as reported on September 30, 2005 on the Nasdaq OTC Bulletin Board.
(3) Computed in accordance with Section 6(b) under the Securities Act, solely for the purpose of calculating the registration fee.
--------------------------------------------------
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
--------------------------------------------------
2
--------------------------------------------------
--------------------------------------------------
The information in this prospectus is not complete and may be changed. These securities will not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated October 3, 2005
PROSPECTUS
BIOPHAN TECHNOLOGIES, INC.
18,583,062 Shares
Common Stock
--------------------------------------------------
This prospectus relates to 18,583,062 shares of our Common Stock that may be sold from time to time by the selling stockholders as follows:
o by SBI Brightline XI, LLC, up to 10,000,000 shares of our Common Stock issuable pursuant to a Stock Purchase Agreement dated May 27, 2005;
o by Boston Scientific Scimed, Inc., 1,653,193 shares of our Common Stock acquired pursuant to an Investment Agreement dated June 30, 2005;
o by Biomed Solutions, LLC, 1,510,579 shares of our Common Stock issued or issuable pursuant to a Convertible Promissory Note and Warrants dated May 27, 2005;
o by 2 entities each of which were issued 100,000 shares of our Common Stock in connection with our acquisition of Biophan Europe, GmbH;
o by 13 individuals, an aggregate of 219,290 shares of our Common Stock issuable upon exercise of outstanding Warrants; and
o by unspecified future holders of 5,000,000 shares of our Common Stock that may be issued in connection with potential acquisitions, mergers or equity financings.
--------------------------------------------------
This offering is not being underwritten. The selling stockholders may offer the shares through public or private transactions at the market price for our Common Stock at the time of the sale, a price related to the market price, a negotiated price or such other prices as the selling stockholders determine from time to time. See "Plan of Distribution" beginning on page 13.
All of the net proceeds from the sale of these shares of Common Stock will go to the selling stockholders. We will not receive any proceeds from sales of these shares. We will bear the costs relating to the registration of these shares.
Our Common Stock is quoted on the Nasdaq OTC Bulletin Board under the symbol "BIPH". On September 30, 2005, the last reported sale price on the Nasdaq OTC Bulletin Board for our Common Stock was $2.40 per share.
You should read this prospectus carefully before you invest.
3
--------------------------------------------------
Investing in our Common Stock involves substantial risks. See "Risk Factors" beginning on page 6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ______ , 2005.
4
--------------------------------------------------
TABLE OF CONTENTS
Page
----
Summary 6
Risk Factors 6
Forward-Looking Statements 9
Use of Proceeds 10
Selling Stockholders 10
Plan of Distribution 13
Legal Matters 13
Experts 14
Where You Can Find More Information 14
Incorporation of Documents by Reference 14
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities 15
5
--------------------------------------------------
BIOPHAN TECHNOLOGIES, INC.
SUMMARY
Biophan is an early-stage research and development company. Our primary mission is to develop and commercially exploit technologies for improving the performance, and the corresponding competitiveness, of biomedical devices and pharmaceutical compounds manufactured by third party companies. We do not employ our own distribution but rather rely on that of the larger biomedical device manufacturers. We build strong intellectual property "patent thickets" around vertically oriented markets within the medical technology sector.
We possess technologies for enabling biomedical devices, both implantable and those used in diagnostic and interventional procedures, to be safe (do not harm the patient or physician) and compatible (allow effective imaging of the device and its surrounding tissue) with MRI (magnetic resonance imaging). We have also developed technologies for improving MRI contrast agents; technologies for improved drug elution and drug delivery systems, including an MRI safe and image compatible ceramic motor; a system for generating power for implantable devices from body heat, and a series of implantable devices including an MRI-visible vena cava filter.
We incorporated on August 1, 1968 and began our current line of business on December 1, 2000. From that date through our fiscal quarter ended May 31, 2005, we have had no material revenues from operations and have incurred cumulative net losses of $20,895,113. Since December 1, 2000, we have relied almost entirely on sales of our securities and loans to fund our operations.
In this prospectus, the terms "Biophan", "Company", "we", "us" and "our" refer to Biophan Technologies, Inc. and its wholly-owned subsidiaries. We are incorporated in the State of Nevada. Our principal executive offices are located at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586 and our telephone number is (585)-214-2441.
This prospectus relates to 18,583,062 shares of our Common Stock that may be sold from time to time by the selling stockholders named in this prospectus. The stockholders are identified in the section headed "Selling Stockholders." We will not receive any of the proceeds from the resale of these shares.
RISK FACTORS
You should carefully consider the risks described below before making an investment decision regarding our securities. If any of the following risks actually occurs, our business, financial condition and results of operations could be harmed. In that case, the trading price of our securities could decline and you could lose all or part of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.
WE ARE A NEW BUSINESS WITH A LIMITED OPERATING HISTORY AND NO MATERIAL REVENUES TO DATE AND ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.
We are an early-stage research and development company with limited prior business operations and no material revenues to date. We are presently engaged in the development of certain technologies for use with medical procedures and biomedical devices. Because of our limited operating history, you may not have adequate information on which you can base an evaluation of our business and prospects. To date, our efforts have been devoted primarily to the following:
o organizational activities;
o developing a business plan;
o obtaining funding;
o conducting research and working toward the ultimate successful development of our technologies;
o aggressively patenting our intellectual property;
o licensing technology from third parties related to our business; and
o marketing to major biomedical device manufacturers.
6
--------------------------------------------------
In order to establish ourselves in the medical device market, we are dependent upon continued funding and the successful development and marketing of our products. You should be aware of the increased risks, uncertainties, difficulties and expenses we face as a research and development company and that an investment in our common stock may be worthless if our business fails.
WE HAVE GENERATED NO MATERIAL REVENUES AND IF WE ARE UNABLE TO GENERATE SUFFICIENT REVENUES IN THE FUTURE, WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS.
We are still in our formative and development stage. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including unanticipated research and developmental expenses, employment costs, and administrative expenses. We cannot assure our investors that our proposed business plans as described in this prospectus will materialize or prove successful, or that we will ever be able to finalize development of our products or operate profitably. If we cannot operate profitably, you could lose your entire investment. As a result of the start-up nature of our business, initially we expect to sustain substantial operating expenses without generating significant revenues.
WE HAVE A HISTORY OF LOSSES AND A LARGE ACCUMULATED DEFICIT AND WE EXPECT FUTURE LOSSES THAT MAY CAUSE OUR STOCK PRICE TO DECLINE.
For the fiscal years ended February 28, 2005, 2004 and 2003, we incurred net losses of $5,793,547, $3,718,570, and $3,438,252, respectively, and for the three months ended May 31, 2005 we incurred a net loss of $3,409,839. We expect to continue to incur losses as we spend additional capital to develop and market our technologies and establish our infrastructure and organization to support anticipated operations. We cannot be certain whether we will ever earn a significant amount of revenues or profit, or, if we do, that we will be able to continue earning such revenues or profit. Also, our current economic weakness may limit our ability to develop and ultimately market our technologies. Any of these factors could cause our stock price to decline and result in you losing a portion or all of your investment.
OUR INABILITY TO RETAIN AND ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.
We believe that our future success will depend on the abilities and continued service of certain of our senior management and executive officers, particularly our President and CEO and those persons involved in the research and development of our products. If we are unable to retain the services of these persons, or if we are unable to attract additional qualified employees, researchers and consultants, we may be unable to successfully finalize and eventually market our medical devices and other products being developed, which will have a material adverse effect on our business.
OUR RESEARCH AND DEVELOPMENT EFFORTS MAY NOT RESULT IN COMMERCIALLY VIABLE PRODUCTS, WHICH COULD RESULT IN A DECLINE OF OUR STOCK PRICE AND A LOSS OF YOUR INVESTMENT.
Our technologies are in the development stage. Further research and development efforts will be required to develop these technologies to the point where they can be incorporated into commercially viable or salable products. We have set forth in this prospectus our proposed research and development program as it is currently conceived. We cannot assure you, however, that this program will be accomplished in the order or in the time frame set forth. We reserve the right to modify the research and development program. We may not succeed in developing commercially viable products from our technologies. Also, our research and development efforts are aimed at technology that will enable certain medical procedures and biomedical devices to become safe and compatible with MRI diagnostics. If MRI diagnostics are replaced by the healthcare industry, our technology and products, if any, may become obsolete. If we are not successful in developing commercially viable products or if such products become obsolete, our ability to generate revenues from our technologies will be severely limited. This would result in the loss of all or part of your investment.
WE MAY NOT BE ABLE TO DEVELOP A MARKET FOR OUR TECHNOLOGY, WHICH WILL MOST LIKELY CAUSE OUR STOCK PRICE TO DECLINE.
7
--------------------------------------------------
The demand and price for our technology and related products will be based upon the existence of markets for the technology and products and the markets for products of others, which may utilize our technology. The extent to which we may gain a share of our intended markets will depend, in part, upon the cost effectiveness and performance of our technology and products when compared to alternative technologies, which may be conventional or heretofore unknown. If the technology or products of other companies provide more cost-effective alternatives or otherwise outperform our technology or products, the demand for our technology or products may be adversely affected. Our success will be dependent upon market acceptance of our technology and related products. Failure of our technology to achieve and maintain meaningful levels of market acceptance would materially and adversely affect our business, financial condition, results of operations and market penetration. This would likely cause our stock price to decline.
IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY IN THE COMPETITIVE MEDICAL DEVICE INDUSTRY, OUR FUTURE GROWTH AND OPERATING RESULTS WILL SUFFER.
Our future success depends on our ability to compete effectively with manufacturers of medical devices, including major manufacturers of pacemakers and other implantable devices that may have internal development programs. We are an early-stage research and development company engaged exclusively in developing our initial technologies. Products using our technologies have not yet been commercialized and we have generated no material revenue from operations. As a result, we may have difficulty competing with larger, established medical device companies. Most of our potential competitors will be established, well-known companies that have:
o substantially greater financial, technical and marketing resources;
o larger customer bases;
o better name recognition;
o related product offerings; and
o larger marketing areas.
Companies such as Medtronic Incorporated, Guidant Corporation, St. Jude Medical, Boston Scientific Corporation and Johnson & Johnson are major, international providers of active medical devices currently contraindicated for MRI. Because these companies may possibly develop MRI safe solutions for their own product lines, they may ultimately be in competition with us. These companies represent a wide array of medical devices and products, technologies and approaches. All of these companies have more resources than we do and, therefore, a greater opportunity to develop comparable products and bring those products to market more efficiently than we can. If we do not compete effectively with current and future competitors, our future growth and operating results will be adversely affected.
WE MAY NOT BE ABLE TO OBTAIN NECESSARY GOVERNMENT APPROVAL TO MARKET OUR TECHNOLOGY WHICH WILL MOST LIKELY CAUSE OUR STOCK PRICE TO DECLINE AND OUR BUSINESS TO FAIL.
Our marketing partners must obtain the approval of the U.S. Food and Drug Administration in order to market our MRI-safe technology. If these approvals are not obtained, or are significantly delayed, our ability to generate revenues may be adversely affected and our development and marketing efforts inhibited. This would most likely cause our stock price to decline and result in the loss of all or part of your investment.
WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS AND WE MAY INFRINGE THE PROPRIETARY RIGHTS OF OTHERS. OUR INABILITY TO PROTECT OUR RIGHTS COULD IMPAIR OUR BUSINESS AND CAUSE US TO INCUR SUBSTANTIAL EXPENSE TO ENFORCE OUR RIGHTS.
Proprietary rights are critically important to us. We have exclusive licenses to four issued U.S. patents for MRI safety-related technology and multiple patents pending. Biophan now holds or has been licensed to use and sublicense a total of 156 U.S. patents, licenses, or applications. This total includes 42 issued U.S. patents, 8 recently-allowed applications that we expect to have issued as patents in the near future, and 106 pending applications at various stages of examination at the U.S. Patent and Trademark Office. In addition, there are 49 international patents pending. Although we intend to aggressively pursue additional patent protection for our technologies as we continue to develop them, we cannot assure you that any additional patents will be issued. Although we will seek to defend our patents and to protect our other proprietary rights, our actions may be inadequate to protect our patents and other proprietary rights from infringement by others, or to prevent others from claiming infringement by us of their patents and other proprietary rights.
8
--------------------------------------------------
Policing unauthorized use of our technology is difficult, and some foreign laws do not provide the same level of protection as U.S. laws. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or patents that we may obtain, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and have a material adverse effect on our future operating results.
BECAUSE TWO OF OUR DIRECTORS ARE EQUITY OWNERS AND MANAGERS OF BIOMED SOLUTIONS, LLC, A SIGNIFICANT SHAREHOLDER OF BIOPHAN, THERE MAY BE CONFLICTS OF INTEREST.
Michael L. Weiner, our President, CEO and director, is the Manager and a 24.3% beneficial owner of Biomed, a company engaged in the business of identifying and acquiring technologies in the biomedical field for exploitation. Mr. Weiner and Ross Kenzie, also a director of Biophan, make up the Biomed Board of Members. Biomed is a selling stockholder in this offering and, following the offering, will continue to be the beneficial owner of approximately 8.70% of our outstanding Common Stock. Mr. Weiner is also the Manager and 42.3% equity member of Technology Innovations, LLC, which is a 57% equity member of Biomed. Further, Mr. Weiner is on the board of Nanoset, LLC, an entity owned in part by Biomed and with which we have entered into a technology license agreement, and Myotech, LLC, an entity in which Biomed is a 25% owner. Mr. Weiner is also on the Board 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.
Because of the nature of our business and the business of these other entities, the relationships of Messrs. Weiner and Kenzie with these other entities may give rise to conflicts of interest with respect to certain matters affecting us. All potential conflicts may not be resolved in a manner that is favorable to us. We believe it is impossible to predict the precise circumstances under which future potential conflicts may arise and therefore intend to address potential conflicts on a case-by-case basis. Under Nevada law, directors have a fiduciary duty to act in good faith and with a view to the best interests of the corporation.
FORWARD LOOKING STATEMENTS
This prospectus, including the information incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Act of 1995. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future operating results, financial position, and business strategy, expectations regarding our growth and the growth of the industry in which we operate, and plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements.
Any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They may be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including the risks, uncertainties and assumptions described in "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur as contemplated, and actual results could differ materially from those anticipated or implied by the forward-looking statements.
Market data and forecasts used in this prospectus, have been obtained from independent industry sources, unless otherwise noted. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size.
You should not unduly rely on these forward-looking statements, which speak only as of the date of this prospectus. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus. See "Where You Can Find More Information."
9
--------------------------------------------------
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of Common Stock by the selling stockholders. However, we did receive proceeds from the issuance in private placement transactions in August 2005 of certain of the shares being offered by the selling stockholders and will receive the proceeds from sales to certain other of the selling stockholders of other shares included in this offering should such sales occur. Specifically, we issued 1,653,193 shares of Common Stock on August 2, 2005 to Boston Scientific Scimed, Inc. at a price of $3.0245 per share for an aggregate consideration of $5,000,000 and 480,899 shares of Common Stock on August 31, 2005 to Biomed Solutions, LLC at a price of $2.12 per share for an aggregate consideration of $1,019,507. In addition, if we issue the entire 10,000,000 shares of Common Stock issuable to SBI Brightline XI, LLC, we will receive the amount of $30,000,000. yielding a weighted average price of $3.00 per share. We will receive $1,000,000 in consideration if Biomed Solutions, LLC elects to convert the remaining principal amount of its outstanding debt and an aggregate amount of $1,353,000 if all of the warrants held by selling stockholders are exercised.
SELLING STOCKHOLDERS
We are registering for resale a total of up to 18,583,062 shares of Common Stock held by the selling stockholders or issuable pursuant to warrants, convertible notes or other rights held by the selling stockholders. The selling stockholders are:
o SBI Brightline XI, LLC, which may acquire up to 10,000,000 shares of our Common Stock pursuant to a Stock Purchase Agreement dated May 27, 2005;
o Boston Scientific Scimed, Inc., which acquired 1,653,193 shares of our Common Stock pursuant to an Investment Agreement dated June 30, 2005;
o Biomed Solutions, LLC, which acquired 480,899 shares of our Common Stock and which may acquire up to 1,029,680 additional shares of our Common Stock pursuant to a Convertible Promissory Note and Warrants in connection with a $2 million Line of Credit Agreement dated May 27, 2005 (assuming that the $1 million principal amount that has not yet been converted remains outstanding until May 26, 2007 and that at such time the entire principal amount and accrued interest thereon is converted into shares of our Common Stock);
o Two (2)entities, each of which were issued 100,000 shares of our Common Stock in connection with our acquisition of Biophan Europe, GmbH;
o Thirteen (13) individuals, who have the right to acquire an aggregate of 219,290 shares of our Common Stock upon exercise of outstanding Warrants; and
o Unspecified future holders of 5,000,000 shares of our Common Stock that may be issued in transactions exempt from the registration requirements of the Securities Act of 1933 in connection with potential acquisitions, mergers or equity financings.
Stock Purchase Agreement with SBI Brightline XI, LLC
On May 27, 2005, we entered into a stock purchase agreement with SBI Brightline XI, LLC that obligates SBI to purchase, upon our election, up to 10,000,000 shares of our Common Stock for an aggregate purchase price of $30 million. At our election, we may sell the shares to SBI in 10 tranches that must be sold in the following order:
Number of Purchase Price
Shares Per Share
------ ---------
Tranche 1 1,000,000 $2.00
Tranche 2 1,000,000 $2.00
Tranche 3 1,000,000 $2.00
Tranche 4 1,000,000 $2.50
Tranche 5 1,000,000 $3.00
Tranche 6 1,000,000 $3.25
Tranche 7 1,000,000 $3.25
Tranche 8 1,000,000 $4.00
Tranche 9 1,000,000 $4.00
Tranche 10 1,000,000 $4.00
Except for the requirement to sell the tranches in order and the requirement that the resale of the shares be registered as described below, there is no limitation on when we may require SBI to purchase the shares included in any tranche. We are not obligated to sell any shares to SBI unless and until we make an election to do so. If we sell all the shares to SBI, the shares will be sold at a weighted average purchase price of $3.00 per share. SBI is not obligated to purchase shares pursuant to the Stock Purchase Agreement unless the resale of the shares by SBI is registered under the Securities Act of 1933.
10
--------------------------------------------------
Investment Agreement with Boston Scientific Scimed, Inc.
On June 30, 2005, we entered into a License Agreement and an Investment Agreement with Boston Scientific Scimed, Inc.("BSS"). The Investment Agreement called for the purchase by BSS of shares of our Common Stock for a total purchase price of $5 million at a purchase price per share equal to 110% of the average of the closing price for the 30 calendar-day period prior to the closing. On August 2, 2005, following the satisfaction of certain conditions, we issued to BSS 1,653,193 shares at a purchase price of $3.02 per share. The Investment Agreement requires us to file a registration statement with the Securities and Exchange Commission to register the shares for resale by BSS.
Outstanding Convertible Debt and Accompanying Warrants
On May 27, 2005, we entered into an unsecured loan agreement with Biomed Solutions LLC, a related company, whereby Biomed agreed to provide us with a line of credit facility of up to $2 million. Borrowings under the line bear interest at 8% per annum and are convertible into shares of our Common Stock at 90% of the average market closing price per share of our Common Stock for the 20 trading days preceding the date of borrowings under the line. Additionally, Biomed receives pro-rata warrant coverage of up to 500,000 shares, in the event that the facility is fully utilized, with the warrants priced at 110% of the average closing price for the 20 trading days preceding the date of execution of the loan agreement. In June 2005, the entire facility was drawn down and the conversion price formula resulted in the debt being convertible into 928,319 shares of our Common Stock. On August 31, 2005, Biomed elected to convert $1,000,000 of the outstanding debt plus accrued interest into 480,899 shares of our Common Stock. The loan agreement requires Biophan use its best efforts to include the underlying shares in any registration statement to be filed registering shares for resale.
The table below sets forth, to the Company's knowledge, the following information regarding each selling stockholder as of August 31, 2005:
o The name of the selling stockholder;
o The number of shares of our Common Stock owned by the selling stockholder on the date of this prospectus o prior to the offering for resale of any of the shares being registered by the registration statement of which this prospectus is a part;
o The number of shares of our Common Stock that may be offered for resale by the selling stockholder pursuant to this prospectus;
o The number of shares of our Common Stock to be held by the selling stockholder after the resale of the offered shares; and
o The percent of the outstanding shares of our Common Stock to be held by the selling stockholder after the resale of the offered shares.
11
--------------------------------------------------
Beneficial Ownership Prior to Offering Beneficial Ownership After Offering
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Name of Beneficial Owner Number of Shares Shares to be Sold Number of Shares Percent of
(1) Class (2)
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
SBI Brightline XI, LLC (3) 10,000,000 10,000,000 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Boston Scientific Scimed, Inc. 1,653,193 1,653,193 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Biomed Solutions, LLC (4) 6,866,436(5) 1,510,579(5) 5,355,857 8.70%
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Robert E. Brown (6) 21,341 17,385 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Ralph J. Code (6) 21,341 17,385 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Catherine A. Foerster (6) 12,648 8,692 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Michael A. Howard (6) 21,341 17,385 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Steven Kessler 50,000 50,000 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Susan S. Laluk (6) 17,348 14,776 2,572 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Alan S. Lockwood (6) 21,341 17,385 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Melissa A. Mahler (6) 45,129 16,129 29,000 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Patrick M. Malgieri (6) 13,079 11,299 1,780 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
James E. Metzler (6) 21,341 17,385 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Robert J. Neborsky 8,000 8,000 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
Charles W. Russell (6) 7,823 7,823 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
John M. Wilson (6) 19,602 15,646 3,956 *
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
aMRIs Patente GmbH (7) 100,000 100,000 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
aMRIs Patente GmbH & Co. KG (7) 100,000 100,000 -0- -
---------------------------------------- ------------------- --------------------- ------------------------ ----------------
--------------------------------------------------
(1) Assumes that all the shares of Common Stock that may be offered hereunder are sold and the selling stockholders acquire no additional shares of our Common Stock before the completion of this offering.
(2) Based on 76,760,163 shares outstanding as of August 31, 2005, together with applicable options, warrants and other derivatives for such stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment powers with respect to shares. Shares subject to options, warrants or convertibility within 60 days after August 31, 2005 are included in the number of shares beneficially owned and are deemed outstanding for purposes of computing the percentage of ownership of the person holding such options, warrants or other derivatives, but are not deemed outstanding for computing the percentage of any other stockholder.
(3) Assumes sale to SBI Brightline of all the shares issuable pursuant to the May 27, 2005 Stock Purchase Agreement.
(4) Michael L. Weiner, our President, CEO and director, is the Manager and a 24.3% beneficial equity member of Biomed Solutions, LLC. Mr. Weiner and Ross Kenzie, also a director of Biophan, make up the Biomed Board of Members.
(5) Assumes that the current $1 million balance under the Convertible Promissory Note dated as of May 27, 2005 remains outstanding through May 26, 2007, and that Biomed Solutions, LLC elects to convert the entire principal amount and accrued interest thereon into shares of our Common Stock on such date;
(6) Shares to be sold are issuable upon exercise of warrants received as a result of a distribution from 900 Midtown Investments, a partnership.
(7) These entities are controlled by Drs. Friebe and Melzer who are employees and minority owners of Biophan Europe GmbH, a 51% owned subsidiary of Biophan Technologies, Inc. Dr. Friebe is also a director of Biophan.
* Less than one percent.
12
--------------------------------------------------
The information regarding the selling stockholders may change from time to time. If required, we will describe these changes in one or more prospectus supplements.
PLAN OF DISTRIBUTION
The selling stockholders may use this prospectus to sell the shares at any time while the prospectus is in effect, unless we have notified the selling stockholders that the prospectus is not available at that particular time. Each of the selling stockholders will determine if, when and how it will sell the shares it owns. Any sales may occur in one or more of the following types of transactions (including block transactions)and may involve one or more of the selling stockholders:
o transactions on the OTC Bulletin Board or any other organized market or quotation system where the shares may be traded,
o privately negotiated transactions between a selling stockholder and a purchaser,
o in transactions involving an underwriter, or
o transactions effected with or through a broker-dealer acting as either agent or principal.
These transactions may involve the transfer of the shares upon exercise or settlement of put or call options, or the delivery of the shares to replace shares that were previously borrowed from another stockholder or a combination of such methods. If a broker-dealer is used in the sale of shares, that person may solicit potential purchasers. The shares may also be transferred as a gift or as a result of a pledge, or may be sold to a broker-dealer acting as principal. These persons may then sell the shares to another person, either directly or through another broker-dealer, subject to compliance with the requirements of the Securities Act.
The price at which sales of the shares occur may be based on market prices or may be negotiated between the parties, and the consideration may be cash or another form negotiated between the parties. Broker-dealers acting as agents or principals may be paid compensation in the form of discounts, concessions or commissions from the selling stockholders and/or from the purchasers of the shares, or both. Brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act. Any profits on the resale of shares by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of shares will be paid by the selling stockholders and/or the purchasers. We have agreed to pay certain of the costs, expenses and fees of preparing, filing and maintaining this prospectus and the registration statement of which this prospectus is a part, but we will not receive any proceeds from sale of these shares. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on it under the Securities Act.
Each of the selling stockholders has advised us that he, she or it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of such shares, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares, they will be subject to the prospectus delivery requirements of the Securities Act. The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our Common Stock and activities of the selling stockholders. The selling stockholders may be deemed to be "underwriters" within the meaning of the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon for us by Nixon Peabody LLP.
EXPERTS
The consolidated financial statements appearing in the Annual Report on Form 10-KSB of Biophan Technologies, Inc. for the year ended February 28, 2005, have been audited by Goldstein Golub Kessler LLP, an independent registered public accounting firm, as set forth in their report thereon dated April 6, 2005, except for Note 13 as to which the date is May 27, 2005, included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in auditing and accounting.
13
--------------------------------------------------
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports, proxy statements and other information with the Securities and Exchange Commission. You may inspect and copy these reports and other information at the SEC's public reference facilities in Washington, D.C. (located at 450 Fifth Street, N.W., Washington, D.C. 20549). You can also obtain copies of these materials from the SEC's public reference section (located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549) at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. The SEC also maintains a web site at http://www.sec.gov. This site contains reports, proxy and information statements and other information about companies that file these reports electronically with the SEC. Our SEC filings are also available on our website at http://www.biophan.com.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC permits us to "incorporate by reference" the information and reports we file with it. This means that we can disclose important information to you by referring to another document. The information that we incorporate by reference is considered to be part of this prospectus, and later information that we file with the SEC automatically updates and supersedes this information. Specifically, we incorporate by reference:
1. Our Annual Report on Form 10-KSB for the year ended February 28, 2005;
2. Our Quarterly Report on Form 10-Q for the period ended May 31, 2005;
3. The description of our Common Stock contained in our registration statement on Form 10-SB/A , filed on July 20, 1999
4. The following Current Reports on Form 8-K or 8-K/A furnished or filed, as the case may be, to or with the SEC since February 28, 2005:
Current Report dated March 2, 2005 Current Report dated March 30, 2005 Current Report dated May 6, 2005 Current Report dated June 30, 2005.
Current Report dated July 7, 2005.
Current Report dated July 8, 2005.
Current Report dated July 27, 2005.
Current Report dated August 3, 2005.
Current Report dated September 13, 2005
5. All documents we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of the shares offered by this prospectus.
We have also filed a registration statement on Form S-3 with the SEC, of which this prospectus forms a part. This prospectus does not contain all of the information set forth in the registration statement. You should read the registration statement for further information about us and about our Common Stock.
We will provide a copy of these filings to each person, including any beneficial owner, to whom we deliver this prospectus, upon written or oral request. You may request a copy of these filings at no cost by writing or telephoning us at the following address:
14
--------------------------------------------------
Biophan Technologies, Inc. 150 Lucius Gordon Drive, Suite 215 West Henrietta, New York 14586 (585) 214-2441 Attention: Robert J. Wood, Chief Financial Officer
You should rely only on the information contained in this prospectus. We have authorized no one to provide you with different information. These securities are not offered in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this prospectus.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
15
--------------------------------------------------
--------------------------------------------------
Biophan Technologies, Inc.
18,583,062 Shares
Common Stock
--------------------------------------------------
PROSPECTUS
--------------------------------------------------
October________, 2005
16
--------------------------------------------------
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution
The following table sets forth all expenses payable by us in connection with the offering of our Common Stock being registered hereby. All amounts are estimated except the SEC registration fee.
Filing Fees--SEC Registration Fee $ 5,315
Printing Expenses 1,000
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 2,500
-------------
Total $ 23, 815
=============
Item 15. Indemnification of Directors and Officers
Under Nevada Revised Statutes Section 78.138, a director or officer is generally not individually liable to the corporation or its shareholders for any damages as a result of any act or failure to act in his capacity as a director or officer, unless it is proven that:
o his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and
o his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of Biophan will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in the performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director's or officer's fiduciary duty and does not eliminate or limit the right of Biophan or any stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.
As permitted by Nevada law, Biophan's By-Laws include a provision which provides for indemnification of a director or officer by Biophan against expenses, judgments, fines and amounts paid in settlement of claims against the director or officer arising from the fact that he was a director or officer, provided that the director or officer acted in good faith and in a manner he believed to be in or not opposed to the best interests of Biophan. Biophan has purchased insurance under a policy that insures both Biophan and its officers and directors against exposure and liability normally insured against under such policies, including exposure on the indemnities described above.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 16. Exhibits
Please see the exhibit index following the signature page of this registration statement.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
17
--------------------------------------------------
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
18
--------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of West Henrietta, State of New York on October 3, 2005.
BIOPHAN TECHNOLOGIES, INC.
By: \s\ Michael L. Weiner
---------------------------------
Michael L. Weiner
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Biophan Technologies, Inc., hereby severally constitute and appoint Michael L. Weiner and Robert J. Wood, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement of Form S-3 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Biophan Technologies, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying the confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
\s\ Michael L. Weiner President, CEO and Director October 3, 2005
------------------------- (Principal Executive Officer)
Michael L. Weiner
\s\ Robert J. Wood Vice President, Secretary, October 3, 2005
------------------------- Treasurer and CFO
Robert J. Wood (Principal Financial Officer
and Principal Accounting Officer)
\s\ Guenter H. Jaensch Chairman October 3, 2005
-------------------------
Guenter H. Jaensch
\s\ Ross B. Kenzie Director October 3, 2005
-------------------------
Ross B. Kenzie
\s\ Steven Katz Director October 3, 2005
-------------------------
Steven Katz
\s\ Robert S. Bramson Director October 3, 2005
-------------------------
Robert S. Bramson
\s\ Michael Friebe Director October 3, 2005
-------------------------
Michael Friebe
19
--------------------------------------------------
EXHIBIT INDEX
Exhibit No. Exhibit Description Location
----------- ------------------- --------
4.1 Stock Purchase Agreement dated May 27, 2005 Incorporated by reference to Exhibit
between Biophan and SBI Brightline XI, LLC 4.21 to Form 10-Q for the period ended
May 31, 2005
4.2 Convertible Promissory Note of Biophan payable to Incorporated by reference to Exhibit
the order of Biomed Solutions, LLC dated May 27, 4.22 to Form 10-Q for the period ended
2005 May 31, 2005
4.3 Stock Purchase Warrant issued to Biomed Solutions, Incorporated by reference to Exhibit
LLC dated May 27, 2005 4.23 to Form 10-Q for the period ended
May 31, 2005
4.4 Form of Stock Purchase Warrant issued to Messrs. Filed herewith
Kessler and Pierson
4.5 Form of Stock Purchase Warrant issued to 900 Filed herewith
Midtown Investments
5.1 Opinion of Nixon Peabody LLP To be filed by amendment
23.1 Consent of Goldstein Golub Kessler LLP Filed herewith
23.2 Consent of Nixon Peabody LLP To be filed by amendment
20
--------------------------------------------------
Exhibit 4.4
FORM OF WARRANT
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Agreement and Warrant to Purchase ____________ Common Shares of
BIOPHAN TECHNOLOGIES, INC.
This certifies that, for value received, __________________, the registered holder hereof, or his assigns (the "Warrantholder") is entitled to purchase from Biophan Technologies, Inc., a Nevada corporation with its principal office at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586 (the "Company") _________________ shares of common stock of the Company (the "Shares") at or before 5:00 p.m. Eastern Standard Time on July 30, 2007 at the purchase price per share of $1.00 (the "Warrant Price"), subject to the following terms and conditions. The number of Shares purchasable upon exercise of this Warrant and the Warrant Price per Share shall be subject to adjustment from time to time as set forth herein.
1. Exercise. This Warrant may be exercised in whole or in part by presentation of this Warrant with the Purchase Form as attached hereto duly completed and executed, together with payment of the Warrant Price at the principal office of the Company. Payment of the Warrant Price may be made in cash, by wire transfer or by check. Upon surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with Fractional Warrants, as provided in Section 8 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant will be issued by the Company.
1
--------------------------------------------------
2. Reservation of Shares. There has been reserved, and the Company shall at all times keep reserved so long as the Warrant remains outstanding, out of its authorized Common Shares, such number of Shares as shall be subject to purchase under the Warrant. Every transfer agent for the Common Shares and other securities of the Company issuable upon the exercise of the Warrant will be irrevocably authorized and directed at all times to reserve such number of authorized Shares and other securities as shall be requisite for such purpose. The Company will keep a copy of this Warrant on file with every transfer agent for the Common Shares and other securities of the Company issuable upon the exercise of the Warrant. The Company will supply such transfer agent with duly executed stock and other certificates for such purpose.
3. Further Obligations of Company. The Company covenants and agrees that all Shares which may be delivered upon exercise of this Warrant shall, upon delivery, be fully paid and non-assessable, and be free from all taxes, liens and charges with respect to the purchase thereof hereunder, and without limiting the generality of the foregoing, the Company covenants and agrees that it shall from time to time take all such action as may be necessary to assure that the par value per share of the Common Shares is at all times equal to or less than the then current Warrant Price per share of the Common Shares issuable pursuant to this Warrant.
4. Registration and Transfer. The Warrant shall be registered on the books of the Company when issued and shall be transferable only on the books of the Company maintained at its principal office in Rochester, New York, or wherever its principal executive offices may then be located, upon delivery thereof duly endorsed by the Warrantholder or its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration or transfer, the Company shall execute and deliver a new Warrant to the person entitled thereto. Notwithstanding any other provision hereof, this Warrant may not be transferred to any person other than an affiliate of Warrantholder without the express written consent of the Company.
5. Exchange of Warrant Certificate. This Warrant certificate may be exchanged for another certificate or certificates entitling the Warrantholder to purchase a like aggregate number of Shares as the certificate or certificates surrendered then entitled the Warrantholder to purchase. The Warrantholder desiring to exchange a Warrant certificate shall make such request in writing delivered to the Company, and shall surrender, properly endorsed, the certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled thereto a new Warrant certificate as so requested.
6. Adjustment of Warrant Price and Number of Shares.
6.1. General. The number of Shares purchasable upon the exercise of the Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows:
6.1.1. In case the Company shall, with regard to its Common Shares
(or securities convertible into or exchangeable for Common Shares)
(a) pay a dividend in Common Shares or make a distribution in Common Shares, (b) subdivide its outstanding Common Shares into a greater number of Shares, (c) combine its outstanding Common Shares into a smaller number of Common Shares, or (d) issue by reclassification of its Common Shares other securities of the Company, the number of Shares purchasable upon exercise of the Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Shares or other securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
6.1.2. In case the Company shall fix a record date for the issuance of rights or warrants to all holders of Common Shares entitling them for a period expiring within forty-five (45) calendar days (after such record date) to subscribe for or purchase Common Shares at a price per share of Common Shares less than the Closing Price per share of Common Shares on such record date, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of Common Shares outstanding on such record date plus the number of shares of Common Shares which the aggregate offering price of the total number of shares of Common Shares so to be offered would purchase at such Closing Price and of which the denominator shall be the number of shares of Common Shares outstanding on such record date plus the number of additional shares of Common Shares to be offered for subscription or purchase. Shares of Common Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such record date is fixed; and in the event that such rights or warrants are not so issued, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed.
2
--------------------------------------------------
6.1.3. In case the Company shall fix a record date for the making of a distribution to all holders of Common Shares (including any distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidence of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 6.1.2), the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be the Closing Price per shares of Common Shares on such record date, less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Common Shares and of which the denominator shall be the Closing Price per share of Common Shares. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed.
6.1.4. No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent in the aggregate number of Shares then purchasable upon the exercise of the Warrant; provided however, that any adjustments which by reason of this Section 6.1.4 are not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment.
3
--------------------------------------------------
6.1.5. Whenever the number of Shares purchasable upon the exercise of the Warrant is adjusted as herein provided, the Warrant Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares so purchasable immediately thereafter. Whenever the Warrant Price is adjusted as herein provided, the number of Shares purchasable upon the exercise of the Warrant shall be adjusted so that thereafter the Warrant shall evidence the right to purchase, at the adjusted Warrant Price, that number of Shares obtained by multiplying the number of Shares converted by the Warrant Price in effect immediately prior to such adjustment and dividing the product so obtained by the Warrant Price in effect immediately after such adjustment.
6.1.6. Whenever the number of Shares purchasable upon the exercise of this Warrant or the Warrant Price is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder in accordance with the provisions of Section 10 hereof, notice of such adjustment or adjustments and a certificate of a firm of independent public accountants selected by the Board of Directors of the Company (who may be the regular accountants employed by the Company) setting forth the number of Shares purchasable upon the exercise of the Warrant and the Warrant Price after such adjustment, a brief statement of the facts requiring such adjustment, and the computation by which such adjustment was made.
6.1.7. For the purpose of this Section 6.1, the term "Common Shares" shall mean (a) the class of shares designated as (or convertible or exercisable for) the Common Shares of the Company at the date of this Agreement, or (b) any other class of shares resulting from successive changes or reclassifications of such Common Shares including changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 7, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of the Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 6.
4
--------------------------------------------------
6.2. No Adjustment of Dividends. Except as provided in Section 6.1, no adjustment in respect of regular cash dividends shall be made during the term of the Warrant or upon the exercise of the Warrant.
6.3. Preservation of Purchase Rights upon Reorganization, Reclassification, Consolidation, Merger, etc. In case of any capital reorganization or reclassification of the Common Shares of the Company, or in case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchaser, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action to purchase upon exercise of the Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such reorganization or reclassification, consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the Company is the surviving corporation, the right to purchase Shares under the Warrant shall terminate on the date of such merger and thereupon the Warrant shall become null and void but only if the controlling corporation shall agree to substitute for the Warrant its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or had been entitled to receive had the Warrant been exercised immediately prior to such merger. The adjustments required by this Section 6.3 shall be effected in a manner which shall be as nearly equivalent as may be practicable to the adjustments provided for elsewhere in this Section 6. The provisions of this Section 6.3 shall similarly apply to successive consolidations, mergers, sales or conveyances.
6.4. Statement on Warrants. Irrespective of any adjustments in the Warrant Price or the number or kind of Shares purchasable upon the exercise of the Warrant, the Warrant certificate or certificates theretofore or thereafter issued may continue to express the same price and number and kind of Shares as are stated in this initially issued Warrant.
7. Fractional Shares. The Company shall not be required to issue fractional Shares on the exercise of the Warrant. If any fraction of a Share would, except for the provisions of this Section 7, be issuable on the exercise of the Warrant (or specified portion thereof), the Company shall issue to the Warrantholder a fractional Warrant entitling Warrantholder, upon surrender with other fractional Warrants aggregating one or more full Shares, to purchase such full Shares. If fractional Warrants do not aggregate a full Share, their value (over and above their exercise price) shall be paid in full in cash upon exercise to the exercising Warrantholder.
8. No Rights as Shareholder; Notices to Warrantholder. Nothing contained in this Agreement or in any of the Warrants shall be construed as conferring upon the Warrantholder or its transferees any rights as a shareholder of the Company, including the right to vote, receive dividends, or consent as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter. However, the Company shall be required to give notice in writing to the Warrantholder of any meeting of shareholders of the Company or any proposed consent of the shareholders as provided in Section 9 hereof at least twenty (20) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to any relevant dividend, distribution, subscription rights or other rights or for the determination of shareholders entitled to vote at any such meeting or as to which any consent is requested. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.
5
--------------------------------------------------
9. Notices. Any notice pursuant to this Agreement by the Company or by the Warrantholder shall be in writing and shall be deemed to have been duly given if delivered by hand or if mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:
9.1. If to the Warrantholder - addressed to Mr. Steven Kessler, 1102 Meadowbrook Road, North Merrick, NY 11566.
9.2. If to the Company - addressed to Biophan Technologies, Inc., 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586, Attention:
Robert J. Wood, Secretary, or to such other addresses as any such party may designate by notice to the other party.
Notices shall be deemed given at the time they are delivered personally or three (3) days after they are mailed in the manner set forth above.
10. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrantholder shall bind and inure to the benefit of their respective successors and assigns hereunder.
11. Merger or Consolidation of the Company. The Company will not merge or consolidate with or into any other corporation or sell all or substantially all of its property to another person, unless the provisions of Section 6.3 are complied with.
12. Applicable Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State applicable to contracts made and to be performed entirely within such State.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers and the corporate seal hereunto fixed.
BIOPHAN TECHNOLOGIES, INC.
By:
Robert J. Wood, CFO
AGREED TO AND ACCEPTED BY:
--------------------------------------------------
6
--------------------------------------------------
PURCHASE FORM
To: Biophan Technologies, Inc.
150 Lucius Gordon Drive, Suite 215 West Henrietta, New York 14586
(1) The undersigned hereby elects to purchase ________ shares of Common Stock (the "Common Stock") of Biophan Technologies, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) _Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:
--------------------------------------------------
(Name)
--------------------------------------------------
(Address)
--------------------------------------------------
Dated:
--------------------------------------------------
Signature
7
--------------------------------------------------
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information. Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
whose address is
--------------------------------------------------.
--------------------------------------------------
Dated: ______________, _______
Holder's Signature: _____________________________
Holder's Address:_____________________________
--------------------------------------------------
Signature Guaranteed: ___________________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
8
--------------------------------------------------
Exhibit 4.5
FORM OF WARRANT
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
STOCK PURCHASE WARRANT
To Purchase up to __________ Shares of Common Stock of
BIOPHAN TECHNOLOGIES, INC.
THIS CERTIFIES that, for value received, _______________ and its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as hereinafter defined), at the Exercise Price (as hereinafter defined), to subscribe for and purchase from Biophan Technologies, Inc., a corporation incorporated in the State of Nevada (the "Company"), up to ___________ shares (the "Warrant Shares") of Common Stock, $.005 par value, of the Company (the "Common Stock"). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
1. Exercise Period. This Warrant shall be exercisable (the "Exercise Period") commencing on the date hereof and terminating at 5:00 p.m. New York time on January 7, 2008.
2. Exercise Price. Subject to adjustment as provided herein, the per share price at which this Warrant may be exercised (the "Exercise Price") shall be $.31 per share.
3. Title to Warrant. During the Exercise Period and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.
4. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
5. Intentionally left blank.
1
--------------------------------------------------
6. Exercise of Warrant.
(a) Except as otherwise provided herein, exercise of the purchase rights represented by this Warrant may be made at any time or times during the Exercise Period, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within five Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 8 prior to the issuance of such shares, have been paid.
(b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
7. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share that Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.
8. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
9. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant.
10. Transfer, Division and Combination.
(a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of shares of Common Stock without having a new Warrant issued.
(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 10(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.
2
--------------------------------------------------
(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 10.
(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.
11. No Rights as Shareholder until Exercise. This Warrant does not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.
12. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which may include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
13. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.
(14) Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (a) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (d) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(15) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon
3
--------------------------------------------------
or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 15. For purposes of this Section 15, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 15 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.
(16) Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or certified mail, return receipt requested, to the holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be conclusive evidence of the correctness of such adjustment.
(17) Notice of Corporate Action. If at any time:
(a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or
(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,
(c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to Holder (i) at least 10 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (1) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and
(2) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 19(d).
4
--------------------------------------------------
(18) Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed.
The Company shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
(19) Miscellaneous.
(a) Jurisdiction. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of New York, without regard to its conflict of law, principles or rules, and be subject to arbitration pursuant to the terms set forth in the Purchase Agreement.
(b) Restrictions. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
(c) Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date.
(d) Notices. Any notice, request or other document required or permitted to be given or delivered to the holder hereof by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.
(e) Limitation of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
(f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.
(g) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.
5
--------------------------------------------------
(h) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
(i) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(j) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.
Dated: January 7, 2003
BIOPHAN TECHNOLOGIES, INC.
By:
Robert J. Wood, Chief Financial Officer
AGREED TO AND ACCEPTED BY:
900 Midtown Investments
By:
6
--------------------------------------------------
NOTICE OF EXERCISE
To: Biophan Technologies, Inc.
150 Lucius Gordon Drive, Suite 215 West Henrietta, New York 14586
The undersigned hereby elects to purchase ________ shares of Common Stock (the "Common Stock") of Biophan Technologies, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:
--------------------------------------------------
(Name)
--------------------------------------------------
(Address)
--------------------------------------------------
Dated:
900 Midtown Investments
By:
Signature
7
--------------------------------------------------
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information. Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________ whose address is
--------------------------------------------------.
--------------------------------------------------
Dated: ______________, _______
Holder's Signature: _____________________________
Holder's Address:_____________________________
--------------------------------------------------
Signature Guaranteed: ___________________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
8
--------------------------------------------------
Exhibit 23.1
CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Biophan Technologies, Inc.
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated April 6, 2005, except for Note 13 as to which the date is May 27, 2005, relating to the consolidated financial statements of Biophan Technologies, Inc. and Subsidiaries as of and for the period ended February 29, 2005, appearing in the Annual Report on Form 10-KSB for the year ended February 28, 2005. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
September 30, 2005
Biophan CEO Michael Weiner Commences European Financial Tour to Meet with Leading European Institutional Investors; CEO also to Attend Sachs Bloomberg Conference in Switzerland and Thieme Investment Conference in Spain
BIOWIRE2K
ROCHESTER, N.Y.--(BUSINESS WIRE)--Oct. 3, 2005--Biophan Technologies, Inc. (OTCBB: BIPH; Frankfurt/FSE: BTN), a developer of next-generation medical technology, has announced that CEO Michael Weiner has commenced a multi-national European investment development tour to expand the Company's visibility and support among institutional and other major investors in Germany, Switzerland, and throughout Europe.
During his European visit, Mr. Weiner will also deliver presentations at two financial conferences to discuss Biophan's proprietary technology and strategic business initiatives with European investment professionals. First, he will be presenting at the Sachs Bloomberg 5th Annual Biotech in Europe Forum on October 4-5, to be held at the Swisshotel Zurich, in Zurich, Switzerland.
In addition, Mr. Weiner has been invited to return for the second consecutive year to the Small Cap Conference at the Annual Thieme Alumni Reunion to deliver an updated presentation about Biophan's progress in the last year. The Thieme forum, a private gathering of leading fund managers, is scheduled to be held at the Rocamar Hotel, in Cadaques, Spain, October 7-8.
"Biophan has enjoyed significant visibility and strong support from European institutional investors during our developmental period," said Mr. Weiner. "This trip will give us an opportunity to meet with new institutional investors throughout Europe who are also interested in Biophan."
The 5th Annual Biotech in Europe Investor Forum is a high-profile event organized in association with Bloomberg L.P. and attended by an executive level audience of over 450 investors, fund managers and capital raising companies. The Forum includes roundtables on key industry and scientific developments as well as finance and investment trends. The program will feature leading speakers from the investment banking, financial management and venture capital communities.
The Small Cap Conference at the Annual Thieme Alumni Reunion is organized by well-known Wall Street investment fund manager Heiko Thieme.
Zur Zeit zählt wohl eher die undurchsichtige Finanzpolitik und zieht den Kurs nach unten. Der Abwärtstrend ist wohl noch intakt.
Ein paar Mio, von da und noch ein paar Tranchen von dort, und wofür?
Für die Villa auf Dubai`s künstliche Palmeninsel?
Eine weitere Beteiligung würde auch erst mal Geld kosten und nichts einbringen, also noch ein Grund für fallende Kurse.
hach ich hab meine Biophan mark gemacht .. naja
greenshift kommt nicht richtig in gang .. mit Vedron hab ich grad mal 300 gemacht paladin war klasse worldwater auch hydroflu hab ich gestern verpasst weil ich mir nicht sicher war ... ahag hab ich glücklicherweise ausgelassen...
greenshift werd ich weiter ausbauendenk ich... hmmm und was hast du noch so für ideen ... ..
aber alles in allm steh ich zurzeit bei gut 260 % plus dieses Jahr ,.. guter Kurs dafür das ich mit Peanuts spiel.
Cu alter
Ob bei dem jetzigen Veranstalter J&J schon was kommt,bezüglich eines Deals,mag ich bezweifeln.Am Freitag kommtdas 10k raus und das wird sehr interessant werden.Ich gehe davon aus,daß hier irgend etwas zu einem Deal steht.Auf jeden Fall zu Zahlen wird was stehen und die werden poisitiv sein.
So wahnsinnig gut kommen die Biph Sachen wohl bei den Großen doch nicht an oder warum hört man gar nichts mehr von weiteren Deals.
Bei BSX wurde schon monatelang vorher von Verhandlungen, Vorvertägen, die Details zu den Verträgen müssen noch geklärt werden und von was alles geredet. Wenn ich nichts verschlafen habe, dann wurde bis jetzt noch kein Wort von weiteren Verhandlungen gebracht.
Und ich traue auch BSX immernoch nicht über den Weg. Die könnten auch eine gute News zu einem neuen Produkt brauchen, schlechte News haben sie genug. Also warum kommt da nichts? Weil sie auch nichts haben das sie bringen können? Geht das Geld aus, nichts mehr übrig für neue Entwicklungen weil alles für Rechtsstreitigkeiten, Schadenersatzforderungen und Produktrücknahmen drauf geht?
Der Börsenwechsel lässt auch auf sich warten. Wie lange ist es jetzt schon her als von dem Wechsel gesprochen wurde? Doch mindestens schon 1 Jahr. Der 2. Deal war für diese Jahr auch noch angekündigt, viel Zeit ist nicht mehr.
MW hat wohl doch zu viel Wind gemacht ohne daß was dahinter
steckt.
Da ist ja kaum mehr als ich die letzten Tage verkauft habe, wenn ich die heute loskriegen wollte, dann wäre der Kurs wohl schnell unter 2$.
Wollte mal vorher auf die Biph Seite, aber da kommt so eine komische Meldung, nix Biophan.
Ich bin gottfroh, daß ich nicht mehr so viel habe.
Börsenwechsel?
Denkste.
Über 1 Jahr wird jetzt davon geredet, letztes Jahr hieß es noch dieses Fiskaljahr, dann hieß es nächstes Jahr, was ich und die meisten wohl als Kalenderjahr verstanden, jetzt Fiskaljahr, und im Februar heißt es dann wieder bis Ende Jahr.
Ich hab die Schnauze voll, wenn ich oder sonst jemand nicht noch etwas richtig gutes entdecken bin ich ganz raus, aber für heute hab ich genug.
Wie gesagt, große Ankündigungen und alles nur heiße Luft, dasselbe mit dem 2. Deal.
Alleine mit ständig neuen Konferenzteilnahmen und neuen Patenten erreicht man nichts. Hast somit schon seinen Grund, dass die Aktie einen stabilen Abwärtstrend gebildet hat.
Von den Milestone Zahlungen werden sie nicht lang überleben. Ich dachte da war mal was mit jährlichen Mindestzahlungen, ich finde sie nicht wie hoch soll das sein?
Diese müssen ja wohl auch bezahlt werden wenn BSX die Patente nur nimmt um sie aus dem Verkehr zu ziehen, das könnte man als was positives sehen.
Auf welchen Zeitraum laufen diese Mindestzahlungen? So lange bis das Patent ausläuft oder gibt es da eine Kündigungsfrist? Oder habe ich die nur geträumt, gibt es die gar nicht?
Mit den Royaltis wirds nur was wenn überhaupt ein Produkt kommt, und wenn dann wird das wahrscheinlich noch 2 Jahre dauern, war ja in dem vor ein paar Wochen erschienen Report auch so gestanden.
MW sollte nicht so oft soon und flood doors benützen, da werden einfach nur die Erwartungen hoch geschraubt.
Der Kurs sagt ja auch alles.
Bis jetzt hält sich der Rückgang noch in Grenzen, aber das wird sich wohl bald beschleunigen, kennt man ja, Stopp Loss werden ausgelöst und dann kommt die Panik.
Ich habe jedenfalls mal alles los.
Vielleicht überlege ich mir den Einstieg wieder bei unter 1 EUR, muß aber nicht sein, es gibt genug gute Aktien und auch genug bessere, vielleicht finde sogar ich was besseres und falle nicht wieder auf etwas wie Biophan rein.
Optionen
| Boardmail an "duschgel" |
Wertpapier: Biophan Technologies |