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): September
18, 2006
BIOMETRX,
INC.
(Exact
name of registrant as specified in its Charter)
|
Delaware
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0-15807
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31-1190725
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
No.)
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(IRS
Employer
Identification
No.)
|
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500
North Broadway, Suite 204, Jericho, New
York
|
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
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
September 18, 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
the Company’s 10% Promissory Notes due March 15, 2007 in the aggregate principal
amount of $400,000, 400,000 Common Stock Purchase Warrants (“Warrants”) and
160,000 Shares of the Company’s Common Stock $.0001 per value (“Common Stock”).
In connection with this transaction the two investors provided the Company
with
$300,000 and exchanged $100,000 in Notes, that were previously issued by the
Company to the investors.
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 September 15, 2011.
As
part
of the Private Placement, the Company agreed to register the 400,000 shares
of
Common Stock underlying the Warrants and the 160,000 shares of the Common Stock
issued as part of this Private Placement.
Item
9.01
Financial
Statements and Exhibits
10.1 Form
of
Securities Purchase Agreement
10.2 Form
of
Common Stock Purchase Warrant
10.3 Form
of
10% Note
10.4 Form
of
Exchange 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.
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BIOMETRX,
INC.
(Registrant)
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|
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| Date:
September 20, 2006 |
By: |
/s/ Mark
Basile |
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Mark
Basile
Chief
Executive Officer
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