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): June
29, 2006
BIOMETRX,
INC.
(Exact
name of registrant as specified in its Charter)
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Delaware
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0-15807
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31-1190725
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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500
North Broadway, Suite 204, Jericho, New
York
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11753
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(Address
of principal executive
offices)
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(Zip
Code)
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(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)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.24d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.23e-4(c))
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Item
1.01 Entry
Into a Material Definitive Agreement
The
information included in Item 3.02 of this current report on Form 8-K is
incorporated by reference into this Item 1.01.
Item
3.02 Unregistered
Sales of Equity Securities
bioMETRX,
Inc. (the “Company”) entered into a Securities Purchase Agreement dated as of
June 29, 2006, with four investors relating to the issuance and sale, in a
private placement (“Private Placement”) exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
of units (the “Units”) consisting of 8% Convertible Notes in the principal
amount of $950,000 (“Notes”), Series A Common Stock Purchase Warrants (“A
Warrants”) and Series B Common Stock Purchase Warrants (“B Warrants”). In
addition, the Company entered into an Exchange Agreement with the two investors
who purchased $650,000 of the Preferred Stock Units, previously reported on
Form
8-K dated April 28, 2006 whereby the Company agreed to issue the Units in
exchange for the return and cancellation of the previously issued Preferred
Stock Units. Accordingly, at closing the Company issued its 8% Convertible
Notes
in the aggregate principal amount of $1,600,000, 1,600,000 A Warrants and
800,000 B Warrants to the Investors. The Company also issued an aggregate of
128,000 shares of its common stock to the investors representing one year’s of
prepaid interest on the Notes.
The
Notes
mature 24 months from the closing. The Notes are convertible at the option
of
the holder into the Company’s common stock at the rate of $1.00 per hare. The
Notes are mandatorily convertible into the Company’s common stock if the closing
bid price of the Company’s common stock is above $2.50 per share for ten (10)
consecutive trading days and if the daily volume for the same period exceeds
100,000 shares per day. The Company may redeem the Notes for 125% of the
principal amount of the Note together with all accrued and unpaid interest
provided that (i) an event of default has not occurred, and (ii) an effective
registration statement covering the shares underlying the Note
exists.
Each
A
Warrant entitles the holder to purchase one share of the Company’s common stock
at an exercise price of $1.75 per share commencing on the date of issuance
and
expiring at the close of business on the fifth anniversary of the issuance
date.
Each B Warrant entitles the holder to purchase one share of the Company’s common
stock at an exercise price of $.10 per share commencing 181 days after issuance
and expiring at the close of business on the fifth anniversary of the initial
exercise date. Notwithstanding the foregoing if the Company provides the holder
of a B Warrant with validation and acknowledgement, in the form of bona fide
purchase order demonstrating that at least $1,000,000 of the Company’s products
have been ordered, other than its initial order from a national retailer in
the
amount of approximately 23,000 garage door opening units, within 181 days after
the date of the Securities Purchase Agreement, the B Warrants shall
automatically terminate. Both the A and B Warrants contain provisions that
protect the holder against dilution by adjustment of the exercise price in
certain events including, but not limited to, stock dividends, stock splits,
reclassifications, or mergers.
Pursuant
to the Selling Agent Letter Agreement between the Company and the Selling Agent,
the Selling Agent was paid a cash fee of $95,000 (10% of the aggregate purchase
price of the Units sold to the subscribers) in addition to the $65,000 it
received on April 28, 2006. The Company also issued the Selling Agent a warrant
to purchase 160,000 shares of its common stock on the same terms as the A
Warrants.
As
part
of the Private Placement, the Company entered into a registration rights
agreement (the “Registration Rights Agreement”) with each subscriber who
purchased Units in the Private Placement. Under the Registration Rights
Agreement, the Company is obligated to file a registration statement (the
“Registration Statement”) on Form SB-2, relating to the resale by the holders of
the Common Stock underlying the Notes, Warrants and Selling Agent Warrant.
If
such Registration Statement is not filed within the required time frame, or
does
not become effective within 90 days after closing, the Company has agreed to
pay
to the investors 1.5% of the gross proceeds of the offering for each month
in
which the Company fails to comply with such requirements.
Item
9.01 Financial
Statements and Exhibits
c) Exhibits
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10.1 |
Form
of Securities Purchase Agreement
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10.2 |
Form
of Series A Common Stock Purchase
Warrant
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10.3 |
Form
of Series B Common Stock Purchase
Warrant
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10.4 |
Form
of Registration Rights Agreement
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10.5 |
Form
of Convertible Note
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10.6 |
Form
of Exchange Agreement
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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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| Date:
June 29, 2006 |
By: |
/s/ Mark
Basile |
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Mark
Basile |
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Chief
Executive Officer
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