UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 10-KSB/A
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(Mark One)
|X| Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of
1934 For the fiscal year ended February 28, 2005.
or
|_| Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934 For the transition period from ________to__________.
Commission File Number 0-26057
BIOPHAN TECHNOLOGIES, INC.
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(Name of small business issuer in its charter)
Nevada 82-0507874
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(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
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(Address of principal executive offices) (Zip code)
(585) 214-2441
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Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act: None
Securities under Section 12(g) of the Exchange Act: Common Stock,
$.005 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|
The issuer had no revenues for its most recent fiscal year ended February 28,
2005.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of May 25, 2005 was $161,159,973.
The number of outstanding shares of the registrant's Common Stock, $.005 par
value, as of May 25, 2005 was 74,471,997 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable
Transitional Small Business Disclosure Format: Yes |_| No |X|
Explanatory Note
The purpose of this amendment on Form 10-KSB/A to our Annual Report on
Form 10-KSB for the year ended February 28, 2005 (the "2005 10-KSB") is to
correct the designation of certain Exhibits to the 2005 10-KSB as initially
filed and to correct references to the locations of certain Exhibits
incorporated by reference to prior filings.
The Items of our 2005 10-K which are amended herein are:
Item 13. Exhibits and Financial Statement Schedules Signatures
Exhibits - Exhibits 4.20, 4.21, 4.22, 4.23, 10.49, 10.50, 31.1, 31.2, 32.1 and
32.2 are being refiled or refurnished herewith.
ITEM 13. EXHIBITS
Exhibit No. Exhibit Description Location
----------- ------------------- --------
2.1 Articles of Merger Incorporated by reference to Exhibit
3.2 to Biophan's Form 10-KSB for the
year ended February 29, 2000 (the "2000
10-KSB")
2.2 Articles of Dissolution Incorporated by reference to Exhibit
3.3 to the 2000 10-KSB
2.3 Exchange Agreement, dated as of December 1, 2000, Incorporated by reference to Exhibit
by and among Biophan, Biomed Solutions, LLC 2.3 to Biophan's Registration Statement
(formerly Biophan, LLC), and LTR Antisense on Form SB-2 filed on January 15, 2003
Technology, Inc. (File No. 333-102526)
2.4 Agreement dated as of February 24, 2005 among Incorporated by reference to Exhibit
Biophan, aMRIs GmbH, Dr. Michael Friebe, 2.4 to the 2005 10-KSB.
Tomovation GmbH, Prof. Dr. Andreas Melzer,
Dipl-Ing. Gregor Schaefers, and Dipl. Betriebsw.
Andreas Pieper
3.1 Articles of Incorporation (Nevada) Incorporated by reference to Exhibit
3.1 to the 2000 10-KSB
3.2 Bylaws (Nevada) Incorporated by reference to Exhibit
3.2 to Biophan's Form 10-SB filed on
May 13, 1999.
3.3 Amendment to the Articles of Incorporation Incorporated by reference to Exhibit
3.1(i) to Biophan's Form 8-K filed
on December 15, 2000.
3.4 Amendment to Exchange Agreement Incorporated by reference to Exhibit 2
to Biophan's Form 10-KSB for the year
ended February 28, 2001 (the "2001
10-KSB").
3.5 Certificate of Amendment to Articles of Incorporated by reference to Exhibit
Incorporation 3.1(i) to Biophan's Form 8-K filed on
August 27, 2001.
4.1 Stock Purchase Warrant issued to Biomed Solutions, Incorporated by reference to Exhibit
LLC (formerly Biophan, LLC) dated June 4, 2002 4.1 to Biophan's Form 10-QSB for the
period ended May 31, 2002 (the "Q1'02
10-QSB").
4.2 Stock Purchase Warrant issued to Bonanza Capital Incorporated by reference to Exhibit
Masterfund Ltd. 4.2 to the Q1'02 10-QSB.
4.3 Restated Stock Purchase Warrant issued to Biomed Incorporated by reference to Exhibit
Solutions, LLC, dated January 8, 2003 4.3 to Biophan's Form 10-QSB for the
period ended November 30, 2002 (the
"Q3'02 10-QSB").
4.4 Stock Purchase Warrant issued to Biomed Solutions, Incorporated by reference to Exhibit
LLC dated November 11, 2002 4.4 to the Q3'02 10-QSB.
4.5 Form of Stock Purchase Warrant issued to Incorporated by reference to Exhibit
principals of Carolina Financial Services, for a 4.5 to the Q3'02 10-QSB.
total of 121,572 shares
4.6 Form of Stock Purchase Warrant to be issued to Incorporated by reference to Exhibit
Carolina Financial services in connection with the 4.6 to the Q3'02 10-QSB.
Stock Purchase Agreement with Spectrum Advisors,
Ltd
4.7 Form of Stock Purchase Warrant issued to investors Incorporated by reference to Exhibit
in private placement of securities, for a total of 4.7 to the Q3'02 10-QSB.
2,770,550 shares
4.8 Stock Purchase Warrant issued to SBI USA, LLC Incorporated by reference to Exhibit
4.8 to the Q3'02 10-QSB.
4.9 Registration Rights Agreement dated February 10, Incorporated by reference to Exhibit
2004 by and among Biophan Technologies, Inc., 4.9 to Biophan's Registration
Biomed Solutions, LLC and SBI Brightline Statement on Form SB-2 filed on
Consulting, LLC February 10, 2004. (File No.
333-112678)
4.10 Note and Pledge Agreement dated November 24, 2005 Incorporated by reference to Exhibit
between Biophan, Tomovation GmbH and Prof. Dr. 4.10 to the 2005 10-KSB.
Andreas Melzer
4.11 Convertible Promissory Note of Biophan payable Incorporated by reference to Exhibit
to the order of Biomed Solutions, LLC dated June 10.2 the Q1'02 10-QSB.
4, 2002
4.12 Stock Purchase Agreement between Biophan and Incorporated by reference to Exhibit
Bonanza Capital Masterfund LTD 10.4 the Q1'02 10-QSB.
4.13 Registration Rights Agreement between Biophan and Incorporated by reference to Exhibit
Bonanza Capital Masterfund LTD 10.6 to the Q1'02 10-QSB.
4.14 Stock Purchase Agreement between Biophan and Incorporated by reference to Exhibit
Spectrum Advisors, Ltd. 10.16 to the Q3'02 10-QSB.
4.15 Registration Rights Agreement between Biophan and Incorporated by reference to Exhibit
Spectrum Advisors, Ltd. 10.18 to the Q3'02 10-QSB..
4.16 First Amendment to Restated Stock Purchase Incorporated by reference to Exhibit
Agreement between Biophan and Spectrum Advisors, 10.27 to Amendment No. 1 to Biophan's
Ltd. Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
4.17 Stock Purchase Agreement dated October 1, 2003 Incorporated by reference to Exhibit
between Biophan and SBI Brightline Consulting, LLC. 10.50 to Biophan's Registration
Statement on Form SB-2 filed on
October 9, 2003 (File No. 333-109592).
4.18 Stock Purchase Agreement dated February 5, 2004 Incorporated by reference to Exhibit
between Biophan and SBI Brightline Consulting, LLC. 10.52 to Biophan's Registration
Statement on Form SB-2 filed on
February 10, 2004. (File No.
333-112678).
4.19 * 2001 Stock Option Plan Incorporated by reference to Exhibit
10.53 to Biophan's Registration
Statement on Form SB-2 filed on
February 10, 2004. (File No.
333-112678).
4.20 Termination of Stock Purchase Agreement between Filed herewith
Biophan and SBI Brightline Consulting, LLC
4.21 Stock Purchase Agreement dated May 27, 2005 Filed herewith
between Biophan and SBI Brightline XI, LLC
4.22 Convertible Promissory Note of Biophan payable to Filed herewith
the order of Biomed Solutions, LLC dated May 27,
2005
4.23 Stock Purchase Warrant issued to Biomed Solutions, Filed herewith
LLC dated May 27, 2005
10.1 Assignment, dated as of December 1, 2000, by and Incorporated by reference to Exhibit
between Biophan and Biomed Solutions, LLC 10.1 to Biophan's Form 8-K, filed
(formerly Biophan, LLC), a New York limited December 15, 2000.
liability company
10.2 Security Agreement, dated as of December 1, 2000, Incorporated by reference to Exhibit
by and between Biophan and Biomed Solutions, LLC 10.2 to Biophan's Form 8-K, filed
(formerly Biophan, LLC), a New York limited December 15, 2000.
liability company
10.3 Transfer Agreement Incorporated by reference to Exhibit
99.1 to the 2001 10-KSB.
10.4 Amendment to Transfer Agreement Incorporated by reference to Exhibit
99.2 to the 2001 10-KSB.
10.5 Line of Credit Agreement between Biophan and Incorporated by reference to Exhibit
Biomed Solutions, LLC dated June 4, 2002 10.1 to the Q1'02 10-QSB.
10.6 Escrow Agreement between Biophan, Bonanza Capital Incorporated by reference to Exhibit
Masterfund LTD and Boylan, Brown, Code, Vigdor & 10.5 to the Q1'02 10-QSB.
Wilson LLP
10.7 Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Michael L. Weiner dated December 1, 2000 10.7 to the Q1'02 10-QSB.
10.8 * Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Jeffrey L. Helfer dated June 6, 2002 10.8 to the Q1'02 10-QSB.
10.9 * Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Stuart G. MacDonald dated June 6, 2002 10.9 to the Q1'02 10-QSB.
10.10 * Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Robert J. Wood dated June 6, 2002 10.10 to the Q1'02 10-QSB.
10.11 Financial Accommodations Agreement between Biophan
Incorporated by reference to Exhibit and Bellador
(Labuan) Ltd dated July 1, 2002 10.11 to the Q1'02
10-QSB.
10.12 Escrow Agreement between Biophan, Spectrum Incorporated by reference to Exhibit
Advisors, Ltd. and Boylan, Brown, Code, Vigdor & 10.17 to the Q3'02 10-QSB.
Wilson LLP.
10.13 Lease Agreement between Biophan and High Incorporated by reference to Exhibit
Technology of Rochester, Inc. 10.19 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.14 Strategic Partnership Agreement between Biophan Incorporated by reference to Exhibit
and UB Business Alliance dated December 10, 2001 10.20 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.15 License Agreement between Biophan, Xingwu Wang and Filed as Exhibit 10.50 to Biophan's
Nanoset, LLC dated January 15, 2004 Registration Statement on Form SB-2
filed on October 9, 2003 (File No.
333-109592).
10.16 Patent License Agreement between Biophan and Incorporated by reference to Exhibit
Deborah D. L. Chung dated April 5, 2002 10.22 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.17 License Agreement between Biophan and Johns Incorporated by reference to Exhibit
Hopkins University 10.23 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.18 Advisory Agreement between Biophan and SBI USA, Incorporated by reference to Exhibit
LLC dated December 18, 2002 10.24 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.19 Development Agreement between Biophan and Alfred Incorporated by reference to Exhibit
University dated February 21, 2002 10.25 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.20 Development Agreement between Biophan and Alfred Incorporated by reference to Exhibit
University dated January 24, 2003 10.26 to Amendment No. 1 to Biophan's
Registration Statement on Form SB-2/A
filed on March 14, 2003 (File No.
333-102526).
10.21 Development Agreement between Biophan and Incorporated by reference to Exhibit
Greatbatch Enterprises, Inc., dated February 28, 10.28 to Amendment No. 2 to Biophan's
2001 Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.22 Assignment of Patent No: 60,269,817, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Wilson 10.29 to Amendment No. 2 to Biophan's
Greatbatch, Patrick R. Connelly, and Stuart G. Registration Statement on Form SB-2/A
MacDonald filed on May 1, 2003 (File No.
333-102526).
10.23 Assignment of Patent No: 10,077,988, by and Incorporated by reference to Exhibit
between Biophan and Patrick R. Connelly, Michael 10.30 to Amendment No. 2 to Biophan's
L. Weiner, Stuart G. MacDonald, Thomas H. Foster, Registration Statement on Form SB-2/A
Wilson Greatbatch, and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.24 Assignment of Patent No: 10,077,836, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Stuart G. 10.31 to Amendment No. 2 to Biophan's
MacDonald, and Patrick R. Connelly Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.25 Assignment of Patent No: 10,077,823, by and Incorporated by reference to Exhibit
between Biophan and Patrick R. Connelly, Michael 10.32 to Amendment No. 2 to Biophan's
L. Weiner, Jeffrey L. Helfer , Stuart G. Registration Statement on Form SB-2/A
MacDonald, and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.26 Assignment of Patent No: 10,077,978, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.33 to Amendment No. 2 to Biophan's
Helfer, Stuart G. MacDonald, Patrick R. Connelly, Registration Statement on Form SB-2/A
and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.27 Assignment of Patent No: 10,078,062, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Patrick R. 10.34 to Amendment No. 2 to Biophan's
Connelly, Stuart G. MacDonald, Jeffrey L. Helfer, Registration Statement on Form SB-2/A
Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.28 Assignment of Patent No: 10,077,932, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.35 to Amendment No. 2 to Biophan's
Helfer, Patrick R. Connelly, Stuart G. MacDonald, Registration Statement on Form SB-2/A
and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.29 Assignment of Patent No: 10,077,887, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.36 to Amendment No. 2 to Biophan's
Helfer, Patrick R. Connelly, Stuart G. MacDonald, Registration Statement on Form SB-2/A
and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.30 Assignment of Patent No: 10,077,883, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.37 to Amendment No. 2 to Biophan's
Helfer, Patrick R. Connelly, Stuart G. MacDonald, Registration Statement on Form SB-2/A
and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.31 Assignment of Patent No: 10,077,958, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.38 to Amendment No. 2 to Biophan's
Helfer, Patrick R. Connelly, Stuart G. MacDonald, Registration Statement on Form SB-2/A
and Victor Miller filed on May 1, 2003 (File No.
333-102526).
10.32 Assignment of Patent No: 10,077,888, by and Incorporated by reference to Exhibit
between Biophan and Patrick R. Connelly, Stuart G. 10.39 to Amendment No. 2 to Biophan's
MacDonald, and Michael L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.33 Assignment of Patent No: 60,357,935, by and Incorporated by reference to Exhibit
between Biophan and Jeffrey L. Helfer, Robert W. 10.40 to Amendment No. 2 to Biophan's
Gray, and Michael L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.34 Assignment of Patent No: 10,132,457, by and Incorporated by reference to Exhibit
between Biophan and Stuart G. MacDonald, Jeffrey 10.41 to Amendment No. 2 to Biophan's
L. Helfer, and Michael L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.35 Assignment of Patent No: 09,864,944, by and Incorporated by reference to Exhibit
between Biophan and Wilson Greatbatch, Patrick R. 10.42 to Amendment No. 2 to Biophan's
Connelly and Michael L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.36 Assignment of Patent No: 09,865,049, by and Incorporated by reference to Exhibit
between Biophan and Victor Miller, Wilson 10.43 to Amendment No. 2 to Biophan's
Greatbatch, Patrick R. Connelly and Michael L. Registration Statement on Form SB-2/A
Weiner filed on May 1, 2003 (File No.
333-102526).
10.37 Assignment of Patent No: 09,885,867, by and Incorporated by reference to Exhibit
between Biophan and Wilson Greatbatch, Patrick R. 10.44 to Amendment No. 2 to Biophan's
Connelly and Michael L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.38 Assignment of Patent No: 09,885,868, by and Incorporated by reference to Exhibit
between Biophan and Victor Miller, Wilson 10.45 to Amendment No. 2 to Biophan's
Greatbatch, Patrick R. Connelly and Michael L. Registration Statement on Form SB-2/A
Weiner filed on May 1, 2003 (File No.
333-102526).
10.39 Assignment of Patent No: 10,283,530, by and Incorporated by reference to Exhibit
between Biophan and Wilson Greatbatch and Michael 10.46 to Amendment No. 2 to Biophan's
L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.40 Assignment of Patent No: 10,369,429, by and Incorporated by reference to Exhibit
between Biophan and Jeffrey L. Helfer, Robert W. 10.47 to Amendment No. 2 to Biophan's
Gray, and Michael L. Weiner Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.41 Assignment of Patent No: 10,162,318, by and Incorporated by reference to Exhibit
between Biophan and Biomed Solutions, LLC 10.48 to Amendment No. 2 to Biophan's
Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
10.42 Strategic Partnership Agreement between Biophan Incorporated by reference to Exhibit
and UB Business Alliance dated May 27, 2003. 10.49 to Amendment No. 5 to Biophan's
Registration Statement on Form SB-2/A
filed on July 11, 2003 (File No.
333-102526).
10.43 Development Agreement between Biophan and Alfred Incorporated by reference to Exhibit
University dated July 17, 2003 10.51 to Biophan's Registration
Statement on Form SB-2 filed on
October 9, 2003 (File No. 333-109592.
10.44 Letter Agreement dated August 19, 2002 between Incorporated by reference to Exhibit
Biomed Solutions, LLC and Biophan 10.54 to Amendment No. 2 to Biophan's
Registration Statement on Form SB-2
filed on April 9, 2004 (File No.
333-112678).
10.45 Payment Agreement dated June 3, 2004 between Incorporated by reference to Exhibit
Biophan and TE Bio LLC 99.1 to Form 8-K dated June 3, 2004.
10.46 AMP-Biophan License Agreement dated February 24, Incorporated by reference to Exhibit
2005 between Biophan and aMRIs Patent GmbH 10.46 to the 2005 10-KSB.
(Biophan has requested confidential treatment of
certain confidential portions of this Agreement
and has filed this Agreement separately with the
SEC)
10.47 Employment Agreement dated February 24, 2005 among Incorporated by reference to Exhibit
aMRIs GmbH, Dr. Michael Friebe and Biophan 10.47 to the 2005 10-KSB.
10.48 Capital Pledge Agreement dated February 24, 2005 Incorporated by reference to Exhibit
among Biophan, TomoVation GmbH, and Prof. Dr. 10.48 to the 2005 10-KSB.
Andreas Melzer
10.49 * Executive Employment Agreement between Biophan and Filed herewith
John F. Lanzafame effective as of September 9, 2004
10.50 Line of Credit Agreement dated May 27, 2005 Filed herewith
between Biophan and Biomed Solutions, LLC
14.1 Code of Ethics for Senior Financial Officers Incorporated by reference to Exhibit
14.1 to the 2005 10-KSB.
21 Subsidiaries Incorporated by reference to Exhibit 21
to the 2005 10-KSB.
23.1 Consent of Goldstein Golub Kessler LLP Incorporated by reference to Exhibit
23.1 to the 2005 10-KSB.
23.3 Consent of Frank G. Shellock Incorporated by reference to Exhibit
23.2 to Amendment No. 3 to Biophan's
Registration Statement on Form SB-2/A
filed on May 22, 2003 (File No.
333-102526).
23.4 Consent of Robert Rubin M.D. Incorporated by reference to Exhibit
23.3 to Amendment No. 2 to Biophan's
Registration Statement on Form SB-2/A
filed on May 1, 2003 (File No.
333-102526).
31.1 Certification of C.E.O. pursuant to Rule 13a-14(a) Furnished herewith
31.2 Certification of C.F.O. pursuant to Rule 13a-14(a) Furnished herewith
32.1 Certification of C.E.O. pursuant to Rule Furnished herewith
13a-14(b) and 18 U.S.C. Section 1350
32.2 Certification of C.F.O. pursuant to Rule 13a-14(b) Furnished herewith
and 18 U.S.C. Section 1350
* Management contract or compensatory plan or arrangement
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIOPHAN TECHNOLOGIES, INC.
By: \s\ Michael L. Weiner
---------------------
Name: Michael L. Weiner
Title: President, CEO and Director
Dated: June __, 2005
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
------------ ----- ----
\s\ Michael L. Weiner President, CEO and Director June __, 2005
--------------------- (Principal Executive Officer)
Michael L. Weiner
\s\ Robert J. Wood Vice President, Secretary, June __, 2005
------------------ Treasurer and CFO
Robert J. Wood (Principal Financial Officer
and Principal Accounting Officer)
\s\ Guenter H. Jaensch Chairman June __, 2005
----------------------
Guenter H. Jaensch
\s\ Ross B. Kenzie Director June __, 2005
------------------
Ross B. Kenzie
\s\ Steven Katz Director June __, 2005
---------------
Steven Katz
\s\ Robert S. Bramson Director June __, 2005
---------------------
Robert S. Bramson
\s\ Michael Friebe Director June __, 2005
------------------
Michael Friebe
EXHIBIT INDEX
Exhibit No. Exhibit Description Page
----------- ------------------- ----
2.1 Articles of Merger 3
2.2 Articles of Dissolution 3
2.3 Exchange Agreement, dated as of December 1,
2000, by and among Biophan, Biomed Solutions,
LLC (formerly Biophan, LLC), and LTR Antisense
Technology, Inc. 3
2.4 Agreement dated as of February 24, 2005 among
Biophan, aMRIs GmbH, Dr. Michael Friebe,
Tomovation GmbH, Prof. Dr. Andreas Melzer,
Dipl-Ing. Gregor Schaefers, and Dipl.
Betriebsw. Andreas Pieper 3
3.1 Articles of Incorporation (Nevada) 3
3.2 Bylaws (Nevada) 3
3.3 Amendment to the Articles of Incorporation 3
3.4 Amendment to Exchange Agreement 3
3.5 Certificate of Amendment to Articles of
Incorporation 3
4.1 Stock Purchase Warrant issued to Biomed 3
Solutions, LLC (formerly Biophan, LLC) dated
June 4, 2002 3
4.2 Stock Purchase Warrant issued to Bonanza
Capital Masterfund Ltd. 3
4.3 Restated Stock Purchase Warrant issued to
Biomed Solutions, LLC, dated January 8, 2003 3
4.4 Stock Purchase Warrant issued to Biomed
Solutions, LLC dated November 11, 2002 4
4.5 Form of Stock Purchase Warrant issued to
principals of Carolina Financial Services, for
a total of 121,572 shares 4
4.6 Form of Stock Purchase Warrant to be issued to
Carolina Financial services in connection with
the Stock Purchase Agreement with Spectrum
Advisors, Ltd 4
4.7 Form of Stock Purchase Warrant issued to
investors in private placement of securities,
for a total of 2,770,550 shares 4
4.8 Stock Purchase Warrant issued to SBI USA, LLC
4.9 Registration Rights Agreement dated February
10, 2004 by and among Biophan Technologies,
Inc., Biomed Solutions, LLC and SBI Brightline
Consulting, LLC 4
4.10 Note and Pledge Agreement dated November 24,
2005 between Biophan, Tomovation GmbH and Prof.
Dr. Andreas Melzer 4
4.11 Convertible Promissory Note of Biophan payable
to the order of Biomed Solutions, LLC dated
June 4, 2002 4
4.12 Stock Purchase Agreement between Biophan and
Bonanza Capital Masterfund LTD 4
4.13 Registration Rights Agreement between Biophan
and Bonanza Capital Masterfund LTD 4
4.14 Stock Purchase Agreement between Biophan and
Spectrum Advisors, Ltd. 4
4.15 Registration Rights Agreement between Biophan
and Spectrum Advisors, Ltd. 4
4.16 First Amendment to Restated Stock Purchase
Agreement between Biophan and Spectrum
Advisors, Ltd. 4
4.17 Stock Purchase Agreement dated October 1, 2003
between Biophan and SBI Brightline Consulting,
LLC. 4
4.18 Stock Purchase Agreement dated February 5, 2004
between Biophan and SBI Brightline Consulting,
LLC. 4
4.19* 2001 Stock Option Plan 4
4.20 Termination of Stock Purchase Agreement between
Biophan and SBI Brightline Consulting, LLC 15
4.21 Stock Purchase Agreement dated May 27, 2005
between Biophan and SBI Brightline XI, LLC 17
4.22 Convertible Promissory Note of Biophan payable
to the order of Biomed Solutions, LLC dated May
27, 2005 34
4.23 Stock Purchase Warrant issued to Biomed
Solutions, LLC dated May 27, 2005 38
10.1 Assignment, dated as of December 1, 2000, by
and between Biophan and Biomed Solutions, LLC
(formerly Biophan, LLC), a New York limited
liability company 5
10.2 Security Agreement, dated as of December 1,
2000, by and between Biophan and Biomed
Solutions, LLC (formerly Biophan, LLC), a New
York limited liability company 5
10.3 Transfer Agreement 5
10.4 Amendment to Transfer Agreement 5
10.5 Line of Credit Agreement between Biophan and
Biomed Solutions, LLC dated June 4, 2002 5
10.6 Escrow Agreement between Biophan, Bonanza
Capital Masterfund LTD and Boylan, Brown, Code,
Vigdor & Wilson LLP 5
10.7 Executive Employment Agreement between Biophan
and Michael L. Weiner dated December 1, 2000 5
10.8* Executive Employment Agreement between Biophan
and Jeffrey L. Helfer dated June 6, 2002 5
10.9* Executive Employment Agreement between Biophan
and Stuart G. MacDonald dated June 6, 2002 5
10.10* Executive Employment Agreement between Biophan
and Robert J. Wood dated June 6, 2002 5
10.11 Financial Accommodations Agreement between
Biophan and Bellador (Labuan) Ltd dated July 1,
2002 5
10.12 Escrow Agreement between Biophan, Spectrum
Advisors, Ltd. and Boylan, Brown, Code, Vigdor
& Wilson LLP. 5
10.13 Lease Agreement between Biophan and High
Technology of Rochester, Inc. 5
10.14 Strategic Partnership Agreement between Biophan
and UB Business Alliance dated December 10,
2001 5
10.15 License Agreement between Biophan, Xingwu Wang
and Nanoset, LLC dated January 15, 2004 5
10.16 Patent License Agreement between Biophan and
Deborah D. L. Chung dated April 5, 2002 5
10.17 License Agreement between Biophan and Johns
Hopkins University 6
10.18 Advisory Agreement between Biophan and SBI USA,
LLC dated December 18, 2002 6
10.19 Development Agreement between Biophan and
Alfred University dated February 21, 2002 6
10.20 Development Agreement between Biophan and
Alfred University dated January 24, 2003 6
10.21 Development Agreement between Biophan and
Greatbatch Enterprises, Inc., dated February
28, 2001 6
10.22 Assignment of Patent No: 60,269,817, by and
between Biophan and Michael L. Weiner, Wilson
Greatbatch, Patrick R. Connelly, and Stuart G.
MacDonald 6
10.23 Assignment of Patent No: 10,077,988, by and
between Biophan and Patrick R. Connelly,
Michael L. Weiner, Stuart G. MacDonald, Thomas
H. Foster, Wilson Greatbatch, and Victor Miller 6
10.24 Assignment of Patent No: 10,077,836, by and
between Biophan and Michael L. Weiner, Stuart
G. MacDonald, and Patrick R. Connelly 6
10.25 Assignment of Patent No: 10,077,823, by and
between Biophan and Patrick R. Connelly,
Michael L. Weiner, Jeffrey L. Helfer , Stuart
G. MacDonald, and Victor Miller 6
10.26 Assignment of Patent No: 10,077,978, by and
between Biophan and Michael L. Weiner, Jeffrey
L. Helfer, Stuart G. MacDonald, Patrick R.
Connelly, and Victor Miller 6
10.27 Assignment of Patent No: 10,078,062, by and
between Biophan and Michael L. Weiner, Patrick
R. Connelly, Stuart G. MacDonald, Jeffrey L.
Helfer, Victor Miller 6
10.28 Assignment of Patent No: 10,077,932, by and
between Biophan and Michael L. Weiner, Jeffrey
L. Helfer, Patrick R. Connelly, Stuart G.
MacDonald, and Victor Miller 7
10.29 Assignment of Patent No: 10,077,887, by and
between Biophan and Michael L. Weiner, Jeffrey
L. Helfer, Patrick R. Connelly, Stuart G.
MacDonald, and Victor Miller 7
10.30 Assignment of Patent No: 10,077,883, by and
between Biophan and Michael L. Weiner, Jeffrey
L. Helfer, Patrick R. Connelly, Stuart G.
MacDonald, and Victor Miller 7
10.31 Assignment of Patent No: 10,077,958, by and
between Biophan and Michael L. Weiner, Jeffrey
L. Helfer, Patrick R. Connelly, Stuart G.
MacDonald, and Victor Miller 7
10.32 Assignment of Patent No: 10,077,888, by and
between Biophan and Patrick R. Connelly, Stuart
G. MacDonald, and Michael L. Weiner 7
10.33 Assignment of Patent No: 60,357,935, by and
between Biophan and Jeffrey L. Helfer, Robert
W. Gray, and Michael L. Weiner 7
10.34 Assignment of Patent No: 10,132,457, by and
between Biophan and Stuart G. MacDonald,
Jeffrey L. Helfer, and Michael L. Weiner 7
10.35 Assignment of Patent No: 09,864,944, by and
between Biophan and Wilson Greatbatch, Patrick
R. Connelly and Michael L. Weiner 7
10.36 Assignment of Patent No: 09,865,049, by and
between Biophan and Victor Miller, Wilson
Greatbatch, Patrick R. Connelly and Michael L.
Weiner 7
10.37 Assignment of Patent No: 09,885,867, by and
between Biophan and Wilson Greatbatch, Patrick
R. Connelly and Michael L. Weiner 7
10.38 Assignment of Patent No: 09,885,868, by and
between Biophan and Victor Miller, Wilson
Greatbatch, Patrick R. Connelly and Michael L.
Weiner 7
10.39 Assignment of Patent No: 10,283,530, by and
between Biophan and Wilson Greatbatch and
Michael L. Weiner 8
10.40 Assignment of Patent No: 10,369,429, by and
between Biophan and Jeffrey L. Helfer, Robert
W. Gray, and Michael L. Weiner 8
10.41 Assignment of Patent No: 10,162,318, by and
between Biophan and Biomed Solutions, LLC 8
10.42 Strategic Partnership Agreement between Biophan
and UB Business Alliance dated May 27, 2003. 8
10.43 Development Agreement between Biophan and
Alfred University dated July 17, 2003 8
10.44 Letter Agreement dated August 19, 2002 between
Biomed Solutions, LLC and Biophan 8
10.45 Payment Agreement dated June 3, 2004 between
Biophan and TE Bio LLC 10.46 AMP-Biophan
License Agreement dated February 24, 2005
between Biophan and aMRIs Patent GmbH (Biophan
has requested confidential treatment of certain
confidential portions of this Agreement and has
filed this Agreement separately with the SEC) 8
10.47 Employment Agreement dated February 24, 2005
among aMRIs GmbH, Dr. Michael Friebe and
Biophan 8
10.48 Capital Pledge Agreement dated February 24,
2005 among Biophan, TomoVation GmbH, and Prof.
Dr. Andreas Melzer 8
10.49* Executive Employment Agreement between Biophan
and John F. Lanzafame effective as of September
9, 2004 48
10.50 Line of Credit Agreement dated May 27, 2005
between Biophan and Biomed Solutions, LLC 57
14.1 Code of Ethics for Senior Financial Officers 8
21 Subsidiaries 8
23.1 Consent of Goldstein Golub Kessler LLP 8
23.3 Consent of Frank G. Shellock 9
23.4 Consent of Robert Rubin M.D. 9
31.1 Certification of C.E.O. pursuant to Rule
13a-14(a) 67
31.2 Certification of C.F.O. pursuant to Rule
13a-14(a) 68
32.1 Certification of C.E.O. pursuant to Rule
13a-14(b) and 18 U.S.C. Section 1350 69
32.2 Certification of C.F.O. pursuant to Rule
13a-14(b) and 18 U.S.C. Section 1350 70