Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): February 1, 2008
BIOPHAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-26057
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82-0507874
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15
Schoen
Place, Pittsford, New York 14534
(Address
of principal executive offices) (Zip Code)
Copies
to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
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 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 1, 2008, our Board of Directors agreed to expand our Board of Directors
and appointed John F. Lanzafame, our current Chief Executive Officer, Travis
E.
Baugh and Harold Gubnitsky as members of the Board of Directors. Furthermore,
at
a meeting of the executive committee of the Board of Directors on February
1,
2008, Stan Yakatan, a current member of our Board of Directors, was elected
to
the position of Chairman of the Board.
John
F. Lanzafame
joined
Biophan in 2004 and has served as interim Chief Executive Officer since
September 2007, and previously served as Chief Operating Officer since 2006.
He
leads operations and business development for the Company. He has served as
Vice
President- Business Development and President of Nanolution, LLC, the drug
delivery division of Biophan. From 1989 to 2004, Mr. Lanzafame was employed
by
STS Biopolymers, Inc., a privately held medical device company that marketed
high performance polymer-based coatings for the medical device industry,
including drug eluting surfaces for devices such as coronary stents and
indwelling catheters, serving in a variety of positions from 1989 to 2003 and
as
President beginning in 2003. Mr. Lanzafame left STS Biopolymers in 2004,
following sale of the company to Angiotech Pharmaceuticals. Mr. Lanzafame is
a
member of the Board of Directors of NaturalNano, Inc.
Travis
E. Baugh
is the
founder, President and CEO of Lifecap Resources, a consulting group providing
early-stage life science companies with strategic expertise. Mr. Baugh served
as
Executive Vice President and Chief Financial Officer of Micromed Cardiovascular,
Inc. from 1995 through 2005 and as its President and Chief Executive Officer
from January 2005 through September 2006. From MicroMed Technology’s inception
in 1995 to March 2003, Mr. Baugh served as a Director and also served
as its Senior Vice President from its inception to October 2003. From 1991
to 1994, Mr. Baugh served as Senior Vice President and Chief Financial
Officer of Grasso Corporation, a publicly traded company, where he also directly
managed the activities of Medic Systems, a division of Grasso that provided
remote paramedical services. Mr. Baugh was previously a Senior Accountant
with Arthur Young & Company and is a Certified Public Accountant. Mr. Baugh
currently sits on the board of DFB Pharmaceuticals and is a member of its audit
committee. Mr. Baugh received a BBA in accounting from the University of Texas
in 1997 and is a certified public accountant in the State of Texas.
Harold
Gubnitsky is
the
Executive Vice President of XL Techgroup, Inc., a company focused on inventing
and growing new companies in the MedTech, BioTech and environmental business
sectors. Mr. Gubnitsky sits on several company Boards, leads and participates
in
strategic initiatives for a number of XL TechGroup companies. Mr. Gubnitsky
heads up a XL TechGroup corporate development projects, and leads strategic
relationships with corporate partners such as Procter & Gamble, Kraft and
AES. Mr. Gubnitsky is a seasoned executive who has worked with and within
several large, medium and small corporations with a wide range of
responsibilities spanning executive management and operations. Business
experiences have included capital raising, starting companies, executing a
company sale and merger and leadership through initial public offerings. Mr.
Gubnitsky has extensive international experience across Europe, Asia and Latin
America. In 2001, Mr. Gubnitsky founded a technology services company called
Semtor Corporation, serving as its CEO. Prior to Semtor, he was an officer
and
senior executive of Proxicom, a technology business consulting firm with a
market capitalization in excess of US$1.5 billion. Previously, Mr. Gubnitksy
served as vice president of US based Cambridge Technology Partners where he
led
numerous vendor/partner relationships. In addition, he was responsible for
selling and managing several Fortune 100 relationships. He also served as part
of the management team of Accenture/Andersen Consulting. Mr. Gubnitsky received
degrees both business management and computer science and actively participates
on several community boards and advisory councils.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BIOPHAN
TECHNOLOGIES, INC. |
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| Dated:
February 5, 2008 |
By: |
/s/ John
F.
Lanzafame |
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Name:
John F. Lanzafame |
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Title:
Chief Executive Officer
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