Anyone else think all the PR's this year were just to dump stock and raise cash for salaries, etc.? The next filing will show how much dilution went on during the PR blitz. Amazing how people will buy stock hot off the presses! LOL!
BIOPHAN TECHNOLOGIES INC filed this 424B3 on 06/04/2004.
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SBI STOCK PURCHASE AGREEMENT
On February 5, 2004, we entered into a stock purchase agreement with
SBI Brightline Consulting, LLC that obligates SBI to purchase, upon our
election, up to 17,750,000 shares of our common stock for an aggregate purchase
price of $25.0 million. If we sell all the shares to SBI, the shares will be
sold at a weighted average purchase price of $1.408 per share. At our election,
we may sell the shares to SBI in 14 tranches that must be sold in the following
order:
NUMBER OF PURCHASE PRICE
SHARES PER SHARE
Tranche 1 2,000,000 $.60
Tranche 2 2,000,000 $.65
Tranche 3 2,000,000 $.70
Tranche 4 2,000,000 $.80
Tranche 5 1,000,000 $2.00
Tranche 6 1,000,000 $2.00
Tranche 7 1,000,000 $2.00
Tranche 8 1,000,000 $2.00
Tranche 9 1,000,000 $2.00
Tranche 10 1,000,000 $2.00
Tranche 11 1,000,000 $2.00
Tranche 12 1,000,000 $2.00
Tranche 13 1,000,000 $2.00
Tranche 14 750,000 $2.00
Except for the requirement to sell the tranches in order and the
requirement that the resale of the shares be registered as described below,
there is no limitation on when we may require SBI to purchase the shares
included in any tranche. In particular, there is no specified expiration date
for SBI's obligation to purchase the shares. The agreement permits us to
exercise our right to sell multiple tranches at the same time, and no particular
period of time must elapse between the sale of tranches. We are not obligated to
sell any shares to SBI unless and until we elect to do so. However, if we want
to sell any shares in a tranche we must exercise our right to sell all of the
shares in the tranche.
SBI is not obligated to purchase shares pursuant to the stock purchase
agreement unless the resale of the shares by SBI is registered under the
Securities Act of 1933, as amended. On February 10, 2004, we filed a
registration statement for the purpose of registering 6,000,000 shares which was
declared effective on April 14, 2004. As a result, SBI will not be obligated to
purchase the remaining shares covered by the stock purchase agreement unless and
until we have registered the resale of such shares by SBI. In addition, we do
not currently have sufficient authorized and unissued shares to issue such
remaining shares to SBI. We intend to seek approval at our next annual meeting
of stockholders to amend our articles of incorporation to increase our number of
authorized shares. If such amendment is approved, we will then decide whether or
not to register additional shares for resale by SBI so that we will have the
right to sell such additional shares to SBI under the stock purchase agreement.
