Item
1.01
Entry
Into a Material Definitive Agreement
On
July
12, 2007, bioMETRX, Inc. (the “Company”) entered into several agreements with
Alpha Capital Anstalt (“Alpha”) whereby Alpha lent the Company $750,000 to be
held in escrow pending delivery of the Company’s garage door openers. The funds
will be used to pay the manufacturer of the garage door openers once they
have
been completed and inspected for shipment to fulfill certain outstanding
customer purchase orders.
In
connection with the transaction the Company executed a $750,000 secured
promissory note (“Note”). The Note bears interest at the rate of 24.99% per
annum, payable on the first day of each month and on the maturity date the
Note
matures fifteen (15) days following the release of funds from the escrow
account
to any person other than the holder. The Note may be prepaid all or any portion
of the Note without penalty or premium.
In
addition to the Note, the Company and each of its subsidiaries entered into
Security Agreements with Alpha whereby each entity pledged all their assets
to
secure the Note. The Company also issued Alpha a warrant (the “Warrant”) to
purchase 375,000 shares of the Company’s common stock at an exercisable price of
$1.00 per share. The Warrant is exercisable for a period of five (5)
years.
As
a
condition to Alpha providing the loan to the Company, the Company’s CEO Mark
Basile entered into a Guaranty with Alpha whereby Mr. Basile agreed to guaranty
the Company’s obligations under the Note and all related documents.
In
connection with the transaction the Company paid a due diligence fee of $10,000
to Osher Capital Partners, LLC, paid Alpha a commitment fee of $22,500 and
agreed to pay Alpha’s legal fees in connection with this transaction not to
exceed $40,000.
Item
9.01
Financial
Statements and Exhibits
99.1 Secured
Note dated July 12, 2007 issued by BioMetrx, Inc. to Alpha Capital
Anstalt
99.2 Warrant
dated July 12, 2007 issued by BioMetrx, Inc to Alpha Capital
Anstalt
99.3 Security
Agreement between BioMetrx, Inc. and Alpha Capital Anstalt dated July 12,
2007
99.4 Security
Agreement between smartTOUCH Consumer Products Inc. and Alpha Capital Anstalt
dated July 12, 2007
99.5 Security
Agreement between bioMETRX Technologies, Inc. and Alpha Capital Anstalt dated
July 12, 2007
99.6 Guaranty
of Mark Basile to Alpha Capital Anstalt dated July 12, 2007
99.7 Escrow
Agreement entered into between BioMetrx, Inc., Alpha Capital Anstalt, RDI,
Inc.
and Grusko and Mittman P.C. dated July 12, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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BIOMETRX,
INC. |
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(Registrant) |
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|
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| Date: July
17, 2006 |
By: |
/s/ J.
Richard Iler |
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J.
Richard Iler |
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Chief
Financial Officer
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