UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 28, 2005
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BIOMETRX, INC.
(Exact name of registrant as specified in its Charter)
Delaware 0-15807 31-1190725
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(State or other jurisdiction Commission (IRS Employer
of incorporation) File No.) Identification No.)
33 South Service Road, Suite 111, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
(516) 750-9733
(Registrant's telephone number, including area code)
MARKETSHARE RECOVERY, INC.
(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:
|_| 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 240.24d-2(b))
|_| 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
As described in Item 3.02 below, bioMETRX, Inc. (the "Registrant")
entered into a subscription agreement on October 28, 2005 with Russell Kuhn (the
"Purchaser") for the private sale of its securities to the Purchaser as well as
granting the Purchaser "piggy-back" registration rights. The terms of the
agreement are more fully described in Item 3.02.
Item 3.02 Unregistered Sales of Equity Securities
On October 28, 2005 the Registrant consummated the private sale of its
securities to the Purchaser. The securities sold were Two Million Two Hundred
Fifty Thousand (2,250,000) shares of the Registrant's common stock (the
"Shares") and warrants (the "Warrants") to purchase an additional Two Million
Two Hundred Fifty Thousand (2,250,000) shares at an aggregate purchase price of
$450,000 or $.20 per share without allocating any part of the purchase price for
the Warrants.
The Warrants entitle the holder to purchase shares of the Registrant's
common stock reserved for issuance thereunder (the "Warrant Shares") for a
period commencing on the date of issuance and expiring on December 15, 2005 at
an exercise price of $.20 per share.
Pursuant to the Subscription Agreement between the Registrant and the
Purchaser, the Registrant represented that it intends to file a Registration
Statement with the Securities and Exchange Commission within 45 days from the
closing date and granted the Purchaser "piggy-back" registration rights for the
Shares with respect to such Registration Statement.
Simultaneously herewith the Registrant issued an additional 300,000
shares of its common stock to the Purchaser. These shares represent penalty
shares as a result of the Registrant's failure to register certain shares
previously purchased by the Purchaser in other financing transactions between
the Purchaser and the Registrant.
As a result of these transactions, the Purchaser owns approximately
21.7% of the issued and outstanding shares of the Registrant's common stock.
This amount does not reflect an additional 2,250,000 shares which may be
obtained by the Purchaser from the exercise of the Warrants described above,
plus an additional 503,234 warrants owned by the Purchaser prior to the
consummation of this transaction.
The Registrant will utilize the proceeds from this offering for general
working capital.
The securities discussed above were offered and sold in reliance upon
exemptions from the registration requirements of Section 5 of the Securities Act
of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and Rule
506 promulgated thereunder. Such securities were sold exclusively to accredited
investors as defined by Rule 501(a) under the Act.
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Item 9.01 Financial Statements and Exhibits
c) Exhibits
10.1 Form of Subscription Agreement
10.2 Form of Common Stock Purchase Warrant
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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.
BIOMETRX, INC.
(Registrant)
Date: November 1, 2005 By: /s/ Mark Basile
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Mark Basile
Chief Executive Officer
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