FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
BIOPHAN TECHNOLOGIES INC [ BIPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/21/2005 | 12/21/2005 | A/K | 4,923,080(1) | A | $2.1 | 4,923,080 | I | See Footnote(1) | |
Common Stock | 01/24/2006 | 01/24/2006 | S | 4,000,000 | D | $1.54 | 656,756 | I | See Footnote(2) | |
Common Stock | 200,000 | I | See Footnote(3) | |||||||
Common Stock | 300,644 | I | See Footnote(4) | |||||||
Common Stock | 207,361 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $0.1 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 01/08/2008 | Common Stock | 200,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $0.1 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 01/08/2008 | Common Stock | 100,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $0.1 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 01/08/2008 | Common Stock | 125,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $0.1 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 01/08/2008 | Common Stock | 150,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $0.1 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 11/07/2007 | Common Stock | 500,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $0.5 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 01/08/2008 | Common Stock | 75,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $0.1 | 01/24/2006 | 01/24/2006 | S | 1 | (7) | 01/08/2008 | Common Stock | 30,000 | (5) | 0 | I | See Footnote(2) | ||
Warrant | $1.89 | 01/24/2006 | 01/24/2006 | A | 1 | (7) | 01/23/2011 | Common Stock | 1,198,630 | $1,000 | 1 | I | See Footnote(2) | ||
Convertible Promissory Note | $1.46 | 01/24/2006 | 01/24/2006 | A | 1 | (8) | 06/30/2007 | Common Stock | 3,424,657 | $5,000,000 | 1 | I | See Footnote(2) | ||
Convertible Promissory Note | $2.19 | (7) | 08/31/2006 | Common Stock | 228,310 | 1 | I | See Footnote(2) | |||||||
Warrant | $2.49 | (7) | 05/27/2006 | Common Stock | 500,000 | 1 | I | See Footnote(2) | |||||||
Employee Stock Options | (6) | (7) | (6) | Common Stock | 1,800,000 | 5(6) | D |
Explanation of Responses: |
1. Issued in exchange for 3,768,488 Class A (voting) units of Myotech, LLC ("Myotech"), of which the reporting person is an indirect beneficial owner and member of the Board of Directors. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's ownership interest in Myotech. |
2. Held by Biomed Solutions, LLC ("Biomed"), of which the reporting person is the Manager. Biomed is 57% owned by Technology Innovations, LLC ("TI"), of which the reporting person is a member and the Manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his indirect ownership interest in Biomed through TI. |
3. Held by A&M , LLC, of which the reporting person is the Manager. The reporting person disclaims beneficial ownership of these securities. |
4. Held by TI. The reporting person disclaims beneficial ownership of these securities except to the extent of his ownership interest in TI. |
5. These Warrants were sold, in connection with the sale of 4,000,000 shares of Common Stock reported on Table I. The aggregate sale price for all Warrants was $1,000.00. |
6. The reporting persons holds various options to purchase Common Stock granted under the Issuer's employee stock option plans. The options are exercisable at prices ranging from $0.18 to $0.97 per share and expire on various dates ranging from 1/01/11 to 5/10/14. |
7. Currently exercisable. |
8. Convertible when, as and to the extent that Biomed makes advances pursuant to that certain Line of Credit Agreement dated as of January 24, 2006 between Biomed and the Issuer. |
/s/ Michael L. Weiner | 01/25/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |