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): April 30, 2009
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.
Andy
Smith, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events
At the
annual shareholder meeting of Biophan Technologies, Inc. (the “Company”) on
September 12, 2008, shareholders were asked to approve a proposal to amend the
Company’s Articles of Incorporation to increase the number of authorized shares
of common stock to 800,000,000. The meeting was adjourned with regard to this
proposal until December 1, 2008, and further adjourned until February 4, 2009
(subject for further adjournment by those attending the reconvened meeting) or
such earlier date as the Company obtains sufficient votes to approve this
proposal. At the reconvened meeting on February 4, 2009, the meeting was further
adjourned until February 26, 2009 (subject for further adjournment by those
attending the reconvened meeting) or such earlier date as the Company obtains
sufficient votes to approve this proposal, and the location of the reconvened
meeting was agreed to be the offices of the Company at 15 Schoen Place,
Pittsford, New York 14534. At the reconvened meeting on February 26,
2009, the meeting was further adjourned until April 30, 2009.
At the
reconvened meeting, Mr. John Lanzafame, the Company’s CEO, reported that
only 41% of the outstanding shares voted in favor of the proposal to amend the
Company’s Articles of Incorporation to increase the number of authorized shares
of common stock. This measure required over 50% of the outstanding
shares to vote in favor, and the large number of unvoted shares prevented this
threshold from being reached. Accordingly, the proposal was not
approved, the vote was closed and the meeting ended.
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:
May 4, 2009
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By:
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/s/ John
Lanzafame
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Name:
John Lanzafame
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Title:
Chief Executive Officer
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