UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
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)
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, LLC (“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 physical
and
intangible assets of certain subsidiaries 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
a
condition to the Company acquiring these assets, BIL has converted a Convertible
Note issued by the Company to BIL in the principal amount of $250,000 into
1,388,889 shares of the Company’s 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 “Warants”).
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, as a condition to the acquisition of certain assets of Sequiam
Corporation from BIL, as described in Item 1.01 above, BIL has converted a
Convertible Note issued by the Company into 1,388,889 shares of its Common
Stock, 1,388,889 Warrants. In addition as consideration for the acquisition
of
the certain assets of Sequiam, the Company issued to BIL 300 shares of Preferred
Stock. The issuances were 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
c)
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Exhibits
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99.1
Asset Purchase Agreement dated as of July 8, 2008 (filed with initial
filing of this Form 8-K on July 14, 2008)
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99.2
Certificate of Designation regarding the Series A Convertible Preferred
Stock (filed with initial filing of this Form 8-K on July 14,
2008)
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99.3
Common Stock Purchase Warrant (filed with initial filing of this
Form 8-K
on July 14, 2008)
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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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Dated:
July 15, 2008 |
By: |
/s/ Mark
Basile |
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Mark
Basile |
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Chief
Executive Officer
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