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EX-99.1 - BIOMODA INC/NMex99-1.htm


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):  July 25, 2011
 
BIOMODA, INC.
(Exact name of registrant as specified in its charter) 

New Mexico
333-90738
85-0392345
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
609 Broadway NE
Albuquerque, NM
 
87102
(Address of Principal Executive Offices)
(Zip Code)


(505) 821-0875
(Registrant’s telephone number, including area code)
 
                                         
(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 240.14d -2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
 
 

 
 
Item 1.02  Termination of a Material Definitive Agreement

On September 15, 2010, Biomoda, Inc., a New Mexico corporation (the “Company”), entered into a Securities Purchase Agreement with two institutional investors (collectively, the “Purchasers”), pursuant to which the Company agreed to sell in a private placement transaction (the “Financing”) (i) an aggregate of $560,000 in principal amount of convertible notes (“Notes”), with a conversion price equal to the lesser of $.25 or 80% of the average of the three lowest daily VWAPs for the 20 consecutive trading days prior to the date on which a Purchaser elects to convert all or part of its Note and  (ii) 5-Year Warrants to purchase an aggregate of 2,000,000 shares of common stock with an exercise price of $0.25 per share.  The terms of the Securities Purchase Agreement were disclosed on Form 8-K filed on September 21, 2010.

As of July 13, 2011, the Purchasers completed the conversion of the Notes into shares of common stock.

Item 8.01  Other Events

On July 25, 2011, the Company issued a press release announcing conversion of the Notes attached to the Financing.  A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits.



 
 

 
 
 

 
  
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.
 
 
 
BIOMODA, INC.
 
       
Date: July 25, 2011
By:
/s/ Maria Zannes
 
   
Maria Zannes
Chief Executive Officer
 
       
   
/s/ John J. Cousins    
 
   
John J. Cousins
 
   
President