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
December 28, 2006, with three 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 Senior Convertible Debentures in the
principal amount of $1,500,000 (“Debentures”), 1,500,000 Series A Common Stock
Purchase Warrants (“A Warrants”) and 750,000 Series B Common Stock Purchase
Warrants (“B Warrants”). The closing occurred on January 5, 2007.
The
Debentures mature on June 29, 2008. The Debentures are convertible at the
option
of the holder into the Company’s common stock at the rate of $1.00 per hare. The
Debentures are convertible at the option of the Company 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 shares
underlying the Debentures are registered. The Company may redeem the Debentures
for 125% of the principal amount of the Debenture together with all accrued
and
unpaid interest provided that (i) an event of default has not occurred, (ii)
the
price of the Company’s common stock exceeds $1.50 and (ii) an effective
registration statement covering the shares underlying the Debentures
exists.
Each
A
Warrant entitles the holder 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 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 at any time after July 1, 2007
and
expiring at the close of business on the fifth anniversary of the initial
issuance date. Notwithstanding the foregoing if the Company provides the
holder
of a B Warrant with validation and acknowledgement on or before June 30,
2007
that the Company has both received and booked revenues for its products totaling
$1,000,000, 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 First Montauk
Securities Corporation (“Selling Agent”), the Selling Agent was paid a cash fee
of $150,000 (10% of the aggregate purchase price of the Units sold to the
subscribers). The Company also issued the Selling Agent a warrant to purchase
150,000 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 Debentures, Warrants and Selling Agent Warrant.
As
a
condition to closing, the Company obtained consents and waivers from the
investors of its private placement of $1,600,000 principal amount of Convertible
Notes (“Notes”) issued on June 29, 2006, pursuant to which each of the prior
investors agreed to waive any and all existing defaults relating to the Notes
and agreed to forebear from exercising any rights accruing upon default until
March 31, 2007. In connection therewith, the Company issued to the investors
Convertible Notes (“Forebearance Notes”) in the aggregate principal amount of
$387,437.39, representing liquidated damages due under the Notes. The
Forebearance Notes are convertible into the Company’s common stock at $1.00 per
share.
Item
9.01
Financial
Statements and Exhibits
10.1 Form
of
Securities Purchase Agreement
10.2 Form
of
Series A Common Stock Purchase Warrant
10.3 Form
of
Series B Common Stock Purchase Warrant
10.4 Form
of
Registration Rights Agreement
10.5 Form
of
Convertible Debenture
10.6 Form
of
Consent and Waiver
10.7 Form
of
Forebearance Note
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: January
8, 2006 |
By: |
/s/ J.
Richard Iler |
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J.
Richard Iler |
| |
Chief
Financial
|