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): April
28, 2006
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)
33
South Service Road, Suite 111, Jericho, New York 11753
(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
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
April 28, 2006, with two 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”) each unit consisting of one share of the Company’s Series
A 5% Convertible Preferred Stock (“Preferred Stock”), 3.333 Series A Common
Stock Purchase Warrants (“A Warrants”) and 3.333 Series B Common Stock Purchase
Warrants (“B Warrants”). At the Closing the Company sold an aggregate of 65,000
Units at an aggregate purchase price of $650,000 or $10.00 per Unit. At the
closing the Company delivered an aggregate of 65,000 shares of Preferred Stock,
216,666 A Warrants and 216,666 B Warrants.
Each
A
Warrant entitles the holder to purchase one share of the Company’s common stock
at an exercise price of $2.73 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 $65,000 (10% of the aggregate purchase
price of the Units sold to the subscribers). The Company also issued the Selling
Agent a warrant to purchase 43,333 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, as promptly as reasonably practicable after closing
of
the Private Placement but in no event later than 30 days following the closing,
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 Units, 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
| 4.0 |
Certificate
of Designation of Preferences, Rights and Limitations of Series
A 5% Convertible Preferred Stock filed with the Secretary of
State of
the State of Delaware on April 26,
2006
|
| 4.1 |
Certificate
of Correction Filed to Correct a Certain Error in the Certificate
of
Designation of Preferences, Rights and Limitations of Series A 5%
Convertible
Preferred Stock filed with the Secretary of State of
the State of Delaware on April 27,
2006
|
| 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 Escrow Agreement
|
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:
May 1, 2006 |
By: |
/s/ Mark
Basile |
| |
Mark
Basile |
| |
Chief
Executive Officer |