Attached files
| file | filename |
|---|---|
| EX-10.1 - BIOFIELD CORP \DE\ | v193548_ex10-1.htm |
| EX-10.2 - BIOFIELD CORP \DE\ | v193548_ex10-2.htm |
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): July 27, 2010
BIOFIELD
CORP.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-27848
|
13-3703450
|
|
(State
or other jurisdiction
of
incorporation)
|
Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
175
Strafford Avenue, Wayne, PA 19087
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (215) 972-1717
Copies
to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite #206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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 (see General Instruction A.2. below):
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
1.01 Entry
into a Material Definitive Agreement
On July 27, 2010, Biofield Corp. (the
“Company”) entered into an exclusive agreement for license and transfer of
intellectual property (the “IP Agreement”) with Dr. Mark L. Faupel, Ph. D. (“Dr.
Faupel”). The IP Agreement states that the Company shall pay
$5,000,000 in incremental sums over the course of five years to Dr. Faupel for
the exclusive rights in and to technology relating to electrical methods,
apparatuses, and devices for the in vivo and in vitro screening and diagnosis of
disease states (the “Licensed Technologies”). The IP Agreement
provides that the Company shall pay to Faupel $180,000 by July 30, 2011;
$180,000 on or before July 30, 2012, $240,000 on or before July 30, 2013;
$2,000,000 on or before July 30, 2014; $2,400,000 on or before July 30,
2015. Upon the complete payment of the $5,000,000 by the Company to
Faupel, Faupel shall take all steps necessary to transfer and assign title of
the Licensed Technologies and all information relating to the development of the
Licensed Technologies.
On July
27, 2010, the Company entered into an agreement for re-engineering and
manufacture of new BDS device (the “BDS Agreement”) with Guided Therapeutics,
Inc. (“GT”). Under the BDS Agreement, the Company agrees to pay
between $400,000 and $500,000, in incremental sums over the course of the work
schedule, to GT in consideration for GT’s reasonable efforts to develop a new
Biofield BDS Device (the “Work”). Payment of the initial $250,000 by
the Company to GT must be made no later than January 30, 2011. Within
sixty (60) days of the initial payment and GT’s commencement of Work, the
Company shall pay an additional $125,000 to GT. Within thirty (30)
days of the scheduled inspection, the Company shall pay the balance of the
monies then due to GT.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with these transactions.
Item
9.01 Financial
Statements and Exhibits
|
Exhibits:
|
Description:
|
| 10.1 | Exclusive Agreement for License and Transfer of Intellectual Property between the Company andDr. Mark Faupel, Ph. D., dated July 27, 2010. |
| 10.2 | Agreement for Re-engineering and Manufacture of New BDS Device between the Company andGuided Technologies, Inc., dated July 27, 2010. |
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.
|
BIOFIELD
CORP.,
|
|||
|
Date:
August 12, 2010
|
By:
|
/s/
David Bruce Hong
|
|
|
David
Bruce Hong
|
|||
|
Chief
Executive Officer
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