UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of
Report (Date of earliest event reported): August
27, 2007
BIOMETRX,
INC.
(Exact
name of registrant as specified in its Charter)
|
Delaware
|
0-15807
|
31-1190725
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
No.)
|
(IRS
Employer
Identification
No.)
|
|
500
North Broadway, Suite 204, Jericho, New
York
|
11753
|
|
(Address
of principal executive
offices)
|
(Zip
Code)
|
(516)
937-2828
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.24d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.23e-4(c))
|
Item
1.01
Entry
Into a Material Definitive Agreement
On
August
27, 2007 bioMETRX, Inc. (the “Company”) borrowed an aggregate of $175,000 from
Jane Petri and Joseph Panico (sometimes collectively referred to as the
“Lenders”). As a result of this loan the Company now is indebted to the Lenders
in the aggregate principal amount of $800,000. Pursuant to the transactions
the
Company issued to both Lenders a Convertible Note in the principal amount of
$400,000.
For
further information, please see Item 3.02 of this current report on Form 8-K
which is incorporated by reference into this Item 1.01.
Item
3.02
Unregistered
Sales of Equity Securities
On
August
27, 2007 the Company issued two Convertible Notes each in the principal amount
of $400,000 (the “Notes”) to Jane Petri and Joseph Panico. The Notes were issued
in consideration of new loans from the Lenders in the principal amount of
$87,500 each and the rollover and retirement of previously issued notes to
each
Lender in the principal amount of $312,500. In consideration of providing the
new loan, the Company issued to each Lender 87,500 shares of its common stock,
87,500 common stock purchase warrants (the “Warrants”). The Company also amended
warrants that were previously issued to the Lenders between September 2006
and
November 2006 so as to extend the exercise date of these warrants to August
27,
2011 and amended an aggregate of 125,000 warrants that were issued to the
Lenders in December 2006 so as to reduce the exercise price of these warrants
from $3.00 to $1.00 and extend the exercise date of these warrants to August
27,
2011. In addition, the Company issued each Lender 57,500 additional Warrants
for
failing to pay off the old notes held by the Lenders which became due in March
2007.
The
Notes
mature on May 27, 2008. The Notes bear interest at the rate of 10%, with the
first interest payment due four (4) months from the date the Note is issued.
The
Lenders have the option to accept a prepayment of interest in shares of the
Company’s common stock based on the market value of the Company’s common stock
as defined in the Note. The Notes are convertible at the Option of the Lenders
into the Company’s common stock at the rate of $1.00 per share.
Each
Warrant entitles the Lender to purchase one share of the Company’s common stock
at an exercise price of $1.00 per share commencing on the date of issuance
and
expiring at the close of business on the fourth anniversary of the issuance
date. The Company may redeem the Warrants at a call premium equal to 120% of
the
exercise price of the Warrants in effect in such redemption date, provided
however, that the Company provides the Lenders with ten (10) days prior written
notice of the Company’s election to redeem all or a portion of the Warrants. The
Warrants contain provisions that protect the Lenders against dilution by
adjustment of the exercise price in certain events including, but not limited
to, stock dividends, stock splits, reclassifications, or mergers.
As
collateral for providing the loan the Company entered into a Pledge and Escrow
Agreement, whereby the Company through its wholly owned subsidiary bioMETRX
Technologies, Inc., pledged 500,000 shares of the Company’s common stock, such
shares were deposited into escrow with the Lenders counsel.
In
addition, as part of the transaction, the Company entered into a piggy-back
registration rights agreement with both Lenders. Under the registration rights
agreement the Company agreed to register no later than April 15, 2008 all shares
and underlying securities owned by the Lenders when it files its next
registration statement with the SEC.
Lastly,
the Company entered into a Royalty Agreement, whereby the Company agreed to
pay
the Lenders $0.13 on each biometric padlock sold, licensed, sublicensed or
otherwise distributed for cash utilizing the technology contained in Patent
#
7,043,060. The term of this agreement continue for the life of the patent or
until August 31, 2017, whichever is later.
Item
9.01
Financial
Statements and Exhibits
|
c) Exhibits
|
|
|
| 10.1 |
|
Form
of Convertible Note
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| 10.2 |
|
Form of Warrant |
| 10.3 |
|
Form
of Warrant Amendment (extending exercise date)
|
| 10.4 |
|
Form
of Warrant Amendment (extending exercise date and
reducing exercise
price)
|
| 10.5 |
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Piggy-Back
Registration Rights Agreement
|
| 10.6 |
|
Pledge
and Escrow Agreement
|
| 10.7 |
|
Royalty
Agreement between the Company and Joseph Panico and Jane Petri dated
August 27, 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.
| |
|
|
| |
BIOMETRX,
INC.
(Registrant)
|
|
|
|
| Date:
August 30, 2007 |
By: |
/s/
J.
Richard Iler |
| |
J.
Richard Iler
Chief
Financial Officer
|