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): July
8, 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
July
8, 2008, BioMETRX, Inc. (the “Company”), its wholly owned subsidiary bioMETRX
Florida, Inc. (“Subsidiary”) and Biometrics Investors, Inc. (“BIL”) entered into
an Asset Purchase Agreement whereby the Company through its Subsidiary acquired
certain assets of Sequiam Corporation from BIL. BIL was Sequiam’s senior secured
lender and BIL acquired these assets as a result of a default by Sequiam in
its
obligations to BIL and BIL’s subsequent foreclosure of the assets securing said
obligations. The Company acquired from BIL substantially all of the operating
assets of certain subsidiares of Sequiam.
As
consideration for these assets, the Company issued to BIL, 300 shares of the
Company’s Series A Convertible Preferred Stock (“Preferred Stock”) of which 44
are immediately vested and the balance vests upon the happening of certain
events more specifically described in the Certificate of Designation attached
hereto as Exhibit 99.2. Each share of Preferred Stock converts into shares
of
the Company’s Common Stock at the rate of 30,900 shares for each share of
Preferred Stock, subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions occurring
after the original issue date of the Preferred Stock. As further consideration
BIL's issuing a convertible note of $250,000, BIL is to receive 1,388,889 shares
of the Common Stock and 1,388,889 Common Stock Purchase Warrants exercisable
for
a term of five (5) years at an exercise price of $1.00 per share.
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
On
July
8, 2008, in connection with the acquisition of certain assets of Sequiam
Corporation from BIL, the Company issued to BIL, 1,388,889 shares of its Common
Stock, 1,388,889 Common Stock Purchase Warrants and 300 shares of its Series
A
Convertible Preferred Stock. The issuance was exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to
Section 4(2) of the Act.
Each
Common stock Purchase 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 adjustments of the exercise price in certain events
including, but not limited to, stock dividends, stock splits, reclassifications,
or mergers.
Item
9.01
Financial
Statements and Exhibits
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c)
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Exhibits |
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99.1
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Asset
Purchase Agreement dated as of July 8, 2008
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99.2
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Certificate
of Designation regarding the Series A Convertible Preferred
Stock
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99.3
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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. |
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(Registrant) |
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By:
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/s/
Mark Basile
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Mark
Basile
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Chief
Executive Officer
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