Unassociated Document
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
21,2008
BIOMETRX,
INC.
(Exact
name of registrant as specified in its Charter)
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Delaware
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0-15807
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31-1190725
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
No.)
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Identification
No.)
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500
North Broadway, Suite 204, Jericho, New York
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11753
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(Address
of principal executive offices)
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(Zip
Code)
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(516)
937-2828
(Registrant’s
telephone number, including area code)
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:
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
On
April
21, 2008 the Company received a loan in the principal amount of $250,000 from
Biometrics Investors, LLC (‘BIL”). In connection therewith the Company issued a
12% Secured Convertible Promissory Note (“Note”) to BIL. The Note matures one
year from the date of issuance. Interest shall accrue until the earlier of
the
Company receiving an aggregate of $3,000,000 in funding or October 30, 2008.
The
Note
is secured by all of the assets of the Company’s wholly-owned subsidiary
bioMETRX Florida, Inc. The Note is convertible at any time after the
consummation of an equity financing by the Company of at least $3,000,000 into
shares of the Company’s common stock at the rate of $.22 per share. To date,
there are no terms on any future equity financings for the Company. The proceeds
of this loan are being used by the Company substantially to support and
integrate the assets of Sequiam Corporation into the Company.
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 25, 2008, with thirteen (13) 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 an aggregate of 4,920,555 shares of the Company’s Common Stock priced at
$0.18 per share and 2,460, 278 Common Stock Purchase Warrants (“Warrants”). As
part of this Private Placement each investor has agreed to limit their sales
of
the Company’s common stock to 10% of their respective holdings during any thirty
(30) day period. The Company received gross proceeds of $885,700 from the sale
of the aforementioned securities. The proceeds of this Private Placement are
being used primarily as working capital.
Each
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.
The 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. The Warrants
do not have a cashless exercise provision.
Item
9.01
Financial
Statements and Exhibits
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c)
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Exhibits
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10.1
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12%
Secured Convertible Promissory Note
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10.2
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Form
of Securities Purchase Agreement
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10.3
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Form
of Common Stock Purchase
Warrant
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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 thereunto
duly authorized.
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BIOMETRX,
INC.
(Registrant)
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| Date: May
1,
2008 |
By: |
/s/ J.
Richard Iler |
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J.
Richard Iler
Chief
Financial Officer
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