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): January 15, 2007
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BioForce Nanosciences Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-51074 76-3078125
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1615 Golden Aspen Drive, Suite 101
Ames, Iowa 50010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 233-8333
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On January 15, 2007, Gregory D. Brown started employment with us as our
Chief Financial Officer pursuant to the terms of a letter agreement dated
December 27, 2006 (the "Letter Agreement"). Mr. Brown will serve as our
principal accounting officer, replacing Eric Henderson, who remains the
company's Chief Executive Officer and President. Mr. Brown reports to Mr.
Henderson.
Mr. Brown served as Chief Financial Officer of BidRx, LLC from March 2006 to
January 2007. From January 2004 to March 2006, Mr. Brown was Co-Chief Operating
Officer and Partner of Residex Ventures, BV. From March 2003 to January 2004,
Mr. Brown was Managing Director and Partner of P3 Technology Partners, BV, the
predecessor of Residex Ventures, BV. Mr. Brown was a Partner of P3 Technology
Partners, BV from June 2001 to February 2003. Mr. Brown's prior experience
includes Chief Financial Officer, Chief Operating Officer and Treasurer
positions with Metrix, Inc.; Sr. Vice President, Chief Financial Officer,
Secretary and Treasurer positions while at Patient Infosystems, Inc.; and the
position of Chief Financial Officer at Pappajohn Capital Resources and Equity
Dynamics, Inc. in Des Moines, Iowa. Mr. Brown was formerly a Senior Accountant
with Vroman, McGowen, Hurst, Clark and Smith, P.C., of Des Moines, Iowa, and a
Staff Accountant with Moore & Associates, P.C., of Oskaloosa, Iowa. Mr. Brown
holds a BBA in Accounting from the University of Iowa and is a Certified Public
Accountant.
(e) Under the terms of the Letter Agreement, Mr. Brown will receive an annual
base salary of $155,000 and is eligible for a discretionary bonus of up to
$25,000 upon the closing of an equity financing in 2007. Mr. Brown was granted a
stock option to purchase 300,000 shares of our common stock ("Stock Option")
pursuant to the terms and conditions of our 2006 Equity Incentive Plan (the
"2006 Plan"). The exercise price of the Stock Option is set in accordance with
the terms of the 2006 Plan as of the start date of Mr. Brown's employment. The
shares subject to the Stock Option will vest annually in equal 1/3 increments
beginning on his start date. Mr. Brown is also eligible to participate in our
benefits program, which includes medical and dental insurance, life insurance, a
401(k) plan, and a flexible health spending plan, upon the terms specified in
those plans. In the event Mr. Brown's employment is terminated by us without
cause, his salary will continue for the lesser of a period of one year or until
he accepts employment elsewhere. Mr. Brown is entitled to four weeks paid
vacation per year. Furthermore, we have agreed to pay up to $10,000 of Mr.
Brown's reasonable moving and incidental expenses associated with his relocation
to Ames, Iowa, plus expenses associated with his traveling between his current
location and Ames prior to his relocation. We anticipate entering into a formal
employment agreement with Mr. Brown within 30 days after his start date to
formalize these terms.
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Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
In 2006, our wholly owned subsidiary, BioForce Nanosciences, Inc. ("BioForce"),
announced its intention to ship up to twenty of its Nano eNabler(TM) benchtop
molecular printing systems to prestigious domestic and international biomedical
and life science research facilities by year end. BioForce achieved this goal.
On January 3, 2007, BioForce received correspondence informing it that NanoInk,
Inc. had filed a request with the U.S. Patent and Trademark Office ("USPTO") for
an ex parte reexamination of U.S. Patent No. 6,998,228 ("Patent `228"), which
was issued to BioForce on February 14, 2006. Patent `228 describes a process for
depositing biomolecules onto surfaces to create domains with an area of less
than one micron squared.
We have disclosed in previous filings NanoInk's prior request for the ex parte
reexamination of BioForce's U.S. Patent No. 6,573,369 ("Patent `369"). This
reexamination is ongoing, with BioForce requesting reconsideration of the
USPTO's initial rejection of its claims. Patent `369 describes an array of
biomolecules in which the domain sizes are less than one micron squared.
Patent `228 is a divisional of Patent `369, meaning that when BioForce filed the
patent application that issued as Patent `369, the USPTO identified more than
one invention in the application. BioForce ultimately filed two additional
patent applications, one of which issued as Patent `228 and the other of which
is still pending.
Because these patents are not critical to BioForce's current business, we
anticipate that an unfavorable result would not have a negative impact on our
business.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
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10.1 Letter Agreement, dated December 27, 2006, by and between
BioForce Nanosciences and Gregory D. Brown
99.1 Press Release titled "BioForce Nanosciences Hires Chief
Financial Officer"
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SIGNATURES
Pursuant to the requirement 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.
BioForce Nanosciences Holdings, Inc.
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By: /s/ Eric Henderson
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Eric Henderson
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Chief Executive Officer
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Date: January 16, 2007
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Letter Agreement, dated December 27, 2006, by and between
BioForce Nanosciences and Gregory D. Brown
99.1 Press Release titled "BioForce Nanosciences Hires Chief
Financial Officer"