8-K

UNITED STATES
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):  November 12, 2010

TechniScan, Inc.
(Exact name of registrant as specified in its charter)

Delaware	333-143236	27-1093363
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3216 South Highland Drive, Suite 200, Salt Lake City, Utah	84106
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (801) 521-0444

Not Applicable
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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

TechniScan Inc., a Delaware corporation (the “Company”) has entered into an amendment to the Note and Warrant Purchase Agreement (the “Amendment”) effective as of November 12, 2010.  The Amendment increases the total amount of senior secured convertible promissory notes (the “Notes”) that the Company may sell without the consent of the Lead Investor from $3.0 million to $3.5 million as long as the Company has not completed a Qualified Financing.  As of the date of the Amendment, the Company has sold Notes with an aggregate principal of $2.75 million.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Sixth Amendment to the Note and Warrant Purchase Agreement dated as of November 12, 2010 by and between TechniScan, Inc. and Biotex Pharma Investments, LLC, on behalf of all the stockholders party thereto.

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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 hereunto duly authorized.

	TechniScan, Inc.
November 18, 2010	By:	Steven K. Passey
		Name: Steven K. Passey
		Title: Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
10.1	Sixth Amendment to the Note and Warrant Purchase Agreement dated as of November 12, 2010 by and between TechniScan, Inc. and Biotex Pharma Investments, LLC, on behalf of all the stockholders party thereto.

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EX-10.1

Exhibit 10.1

SIXTH AMENDMENT

TO

NOTE AND WARRANT PURCHASE AGREEMENT

THIS SIXTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 12, 2010 by and between TECHNISCAN, INC., (the “Issuer”) and BIOTEX PHARMA INVESTMENTS, LLC (the “Lead Investor”).

R E C I T A L S:

WHEREAS, the Issuer and the Lead Investor desire to revise that certain Note and Warrant Purchase Agreement dated March 30, 2010 entered into by and among the Issuer, the Lead Investor, and the other investors listed on Exhibit A thereto, as amended pursuant to that certain Amendment to Note and Warrant Purchase Agreement dated as of May 19, 2010, that certain Second Amendment to Note and Warrant Purchase Agreement dated as of September 30, 2010, that certain Third Amendment to Note and Warrant Purchase Agreement dated as of October 5, 2010, that certain Fourth Amendment to Note and Warrant Purchase Agreement dated as of October 13, 2010, and that certain Fifth Amendment to Note and Warrant Purchase Agreement dated as of October 28, 2010 (collectively, the “Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the mutual benefits to be derived from this Amendment, the parties hereto hereby agree as follows:

1.Amendment of the Agreement.  Pursuant to Section 7.3 of the Agreement, Section 3.16(c) of the Agreement is hereby revised to read as follows:

So long as the Notes are outstanding and the Issuer has not completed a Qualified Financing, the Issuer shall not without the consent of the Lead Investor enter into any Subsequent Financing that is not a Qualified Financing (as defined in the Notes), provided that the Issuer may, without the consent of the Lead Investor, sell up to an additional $1.65 million in Second Lien Notes  (for a total of $3.5 million in Notes including the $1.85 million in Notes being sold on the date hereof), with accompanying Warrants, on the terms set forth herein and in the other Transaction Documents.

2.Continued Effect of the Agreement.  All provisions of the Agreement, except as modified by this Amendment, shall remain in full force and effect and are reaffirmed.  Other than as stated in this Amendment, this Amendment shall not operate as a waiver of any condition or obligation imposed on the parties under the Agreement.

3.Interpretation of Amendment.  In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the Agreement, the provisions of this Amendment shall govern and control.

4.Counterparts

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.  A facsimile or e-mailed “.pdf” data file copy of an original written signature shall be deemed to have the same effect as an original written signature.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

TECHNISCAN, INC.		BIOTEX PHARMA INVESTMENTS, LLC
By:	/s/ David C. Robinson		By:	/s/ Robert Kessler
David C. Robinson			Robert Kessler
Chief Executive Officer			Member