UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 25, 2008
BIOHEART, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| | | |
| 1-33718 | | 65-0945967 |
| | | |
| (Commission File Number) | | (IRS Employer Identification No.) |
13794 NW 4thStreet, Suite 212
Sunrise, Florida 33325
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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 240.14d-2(b)) |
| | |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | |
| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 25, 2008, Samuel S. Ahn, M.D., a member of our Board of Directors, announced his intention to resign from the Board of Directors effective as of October 1, 2008. Dr. Ahn resigned from his position as a member of the Board to facilitate our compliance with the rules of the Nasdaq Capital Market that require that a majority of our Board of Directors be “independent.” Under the special phase-in rules applicable to newly public companies, we have until October 2, 2008 to comply with such majority Board independence requirements. Dr. Ahn has indicated an intent to continue to attend meetings of the Board of Directors as an observer.
2
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 hereunto duly authorized.
Date: September 26, 2008
| | | | | |
| | BIOHEART, INC.
| |
| | By: | /s/ William H. Kline | |
| | | William H. Kline | |
| | | Chief Financial Officer | |
| |
3
