Basisstatistiken
| CIK | 1320869 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BioElectronics Corporation
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| April 18, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| March 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-51809 CUSIP Number: 09062H 10 8 NOTIFICATION OF LATE FILING (Check One): xForm 10-K ?Form 20-F ?Form 11-K ?Form 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: December 31, 2010 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 16, 2011 |
Entry into a Material Definitive Agreement 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: February 14, 2011 BioElectronics Corporation (Exact name of registrant as specified in its charter) Maryland 000-51809 52-2278149 (State of Incorporation) (Commission File No.) (IRS Employer ID No.) 4539 Metropolitan |
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| January 14, 2011 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 14, 2011 BioElectronics Corporation (Exact name of registrant as specified in its charter) Maryland 000-51809 52-2278149 (State of Incorporation) (Commission File No.) (IRS Employer ID No.) 4539 Metropolitan |
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| January 14, 2011 | ||
| January 14, 2011 |
4359 Metropolitan Court Frederick, Maryland 21704 Phone: 301-874-4890 Fax: 301-874-6935 January 13, 2011 Brian Cascio Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| January 13, 2011 |
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: January 13, 2011 BioElectronics Corporation (Exact name of registrant as specified in its charter) Maryland 000-51809 52-2278149 (State of Incorporation) (Commission File No.) (IRS Employer ID No.) 4539 Metropolitan C |
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| January 13, 2011 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Andy Whelan, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director of BioElectronics Corporation (the "Company"), Forms 3, 4, and 5 (or any successor forms) in accordance with Se |
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| January 13, 2011 |
EX-99.2 3 v207798ex99-2.htm Exhibit 99.2 Company Contact: Mr. Andrew J. Whalen Chief Executive Officer BioElectronics Corporation 4539 Metropolitan Court Frederick, Maryland 21704 Tel: 301,874.4890 Fax: 301.874.6935 Email: [email protected] www.bielcorp.com FOR RELEASE AT 8:00 a.m. EST (New York) on January 13, 2011 Bioelectronics Corporation Appoints Cherry, Bakaert and Holland as its Independent |
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| January 13, 2011 | ||
| January 13, 2011 |
Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant 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: January 13, 2011 BioElectronics Corporation (Exact name of registrant as specified in its charter) Maryland 000-51809 52-2278149 (State of Incorporation) (Commission File No.) (IRS Employer ID No.) 4539 Metropolitan C |
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| January 13, 2011 |
Exhibit 99.1 BioElectronics Corporation Engages MUNCmedia to Lead 12 Month Real-Time Retail Investor Communications Program FREDERICK, MD-(Marketwire - December 22, 2010) - BioElectronics Corporation (PINKSHEETS: BIEL) is pleased to announce the engagement of MUNCmedia to conduct communications with retail investors via their real-time information media network. MUNCmedia utilizes an innovative, t |
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| January 13, 2011 |
Exhibit 99.1 BioElectronics Corporation Engages MUNCmedia to Lead 12 Month Real-Time Retail Investor Communications Program FREDERICK, MD-(Marketwire - December 22, 2010) - BioElectronics Corporation (PINKSHEETS: BIEL) is pleased to announce the engagement of MUNCmedia to conduct communications with retail investors via their real-time information media network. MUNCmedia utilizes an innovative, t |
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| January 13, 2011 |
Exhibit 99.2 Company Contact: Mr. Andrew J. Whalen Chief Executive Officer BioElectronics Corporation 4539 Metropolitan Court Frederick, Maryland 21704 Tel: 301,874.4890 Fax: 301.874.6935 Email: [email protected] www.bielcorp.com FOR RELEASE AT 8:00 a.m. EST (New York) on January 13, 2011 Bioelectronics Corporation Appoints Cherry, Bakaert and Holland as its Independent Registered Public Accountin |
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| January 12, 2011 |
/s/ Dr.Richard Staelin (signature) EX-24 2 v205119ex24.htm POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Andy Whelan, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director of BioElectronics Corporation (the "Company"), Forms 3, 4, and 5 (or any successor form |
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| January 12, 2011 |
/s/ Mary K. Whelan (signature) POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Andy Whelan, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director of BioElectronics Corporation (the "Company"), Forms 3, 4, and 5 (or any successor forms) in accordance with Se |
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| November 16, 2010 |
EXHIBIT 99 ADDITIONAL EXHIBITS - Convertible Promissory Note – Common Stock dated July 15, 2010 – IBEX, LLC - Convertible Promissory Note – Common Stock dated July 23, 2010 – IBEX, LLC - Convertible Promissory Note – Common Stock dated August 9, 2010 – Robert Whelan - Convertible Promissory Note – Common Stock dated August 9, 2010 – Janel and Ryan Zaluski - Convertible Promissory Note – Common Stock dated August 31, 2010 – St. |
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| November 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 2010 Commission File Number 000-51809 BIOELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-2278149 (State or other jurisdiction of incorporation or organiz |
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| August 16, 2010 |
EXHIBIT 99 ADDITIONAL EXHIBITS - Revolving Convertible Promissory Note dated January 1, 2005 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated August 1, 2009 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated February 9, 2010 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated March 31, 2010 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated April 15, 2010 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated May 5, 2010 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated May 14, 2010 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated June 22, 2010 ? IBEX, LLC - Convertible Promissory Note ? Common Stock dated June 30, 2010 ? St. |
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| August 16, 2010 |
10-Q 1 v19402910q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 2010 Commission File Number 000-51809 BIOELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-2278149 (State or other jurisdiction of incorpo |
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| August 16, 2010 | ||
| May 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2010 Commission File Number 021-74972 BIOELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-2278149 (State or other jurisdiction of incorporation or organizatio |
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| March 31, 2010 |
CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 10.1 CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics (the "Code") embodies the commitment of BioElectronics Corporation to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. All employees and members of our Board of Directors are expected to adhere to those principles and procedures |
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| March 31, 2010 |
EXHIBIT 99 BIOELECTRONICS CORPORATION (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS PERIOD FROM APRIL 10, 2000 (INCEPTION) TO DECEMBER 31, 2009 BIOELECTRONICS CORPORATION (A DEVELOPMENT STAGE COMPANY) PERIOD FROM APRIL 10, 2000 (INCEPTION) TO DECEMBER 31, 2009 TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations 3 Statement of C |
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| March 31, 2010 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2009 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 021-74972 BIOELECTRONICS CORPORATION (Exact name |
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| March 16, 2007 |
BIOELECTRONICS CORPORATION 401 Rosemont Avenue, 3rd Floor Rosenstock Hall Frederick, Maryland 21701 BIOELECTRONICS CORPORATION 401 Rosemont Avenue, 3rd Floor Rosenstock Hall Frederick, Maryland 21701 VIA EDGAR March 16, 2007 Division of Corporation Finance Securities and Exchange Commission 100 Fifth Street, N. |
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| February 9, 2007 |
As filed with the Securities and Exchange Commission on February 9, 2007 Registration No. |
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| January 17, 2007 |
Exhibit 10.3 Agreement and Release (the "Agreement") Between Todd Kislak ("you" or "your") and BioElectronics, a Maryland corporation, located at 401 Rosemont Avenue, 3rd Floor Rosenstock Hall, Frederick, Maryland (the "Company") The purpose of this Agreement is to set forth the terms of your separation from the Company. 1. Separation of Employment. You have voluntarily terminated your employment |
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| January 17, 2007 |
Amendment No. 1 to the BioElectronics Corporation 2004 Equity Incentive Plan EX-10.19 7 exh1019.htm EXHIBIT 10.19 Exhibit 10.19 Amendment No. 1 to the BioElectronics Corporation 2004 Equity Incentive Plan This Amendment No. 1 (the "Amendment") to the BioElectronics Corporation 2004 Equity Incentive Plan (the "Plan") is made, effective as of March 22, 2005, by BioElectronics Corporation, a Maryland corporation (the "Company"). Capitalized terms used herein and not otherwise |
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| January 17, 2007 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated August 1, 2006 between BioElectronics Corporation, a Maryland Corporation (the "Company") located at 401 Rosemont Avenue, 3rd Floor Rosenstock Hall, Frederick, Maryland 21701 and Lawrence Rosen (the "Executive"), residing at 1 Suntop Court, Unit 102, Baltimore, MD 21209. WITNESSETH: WHEREAS, The Board of Directors (the |
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| January 17, 2007 |
EX-10.12 6 exh1012.htm EXHIBIT 10.12 Exhibit 10.12 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of December 8, 2005, is by and among BioElectronics Corporation, a Maryland corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are execu |
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| January 17, 2007 |
As filed with the Securities and Exchange Commission on January 17, 2007 Registration No. |
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| January 17, 2007 |
Exhibit 10.4 BIOELECTRONICS CORPORATION AGREEMENT EVIDENCING THE GRANT OF A NON-QUALIFIED STOCK OPTION UNDER THE BIOELECTRONICS CORPORATION 2004 EQUITY INCENTIVE PLAN Agreement (this "Agreement") made as of June 7, 2006 (the "Grant Date"), between BioElectronics Corporation, a Maryland corporation (the "Company"), and Todd Kislak ("Grantee"). 1. Grant of Option. Pursuant to the BioElectronics Corp |
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| December 6, 2006 |
As filed with the Securities and Exchange Commission on December 6, 2006 As filed with the Securities and Exchange Commission on December 6, 2006 Registration No. |
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| November 21, 2006 |
As filed with the Securities and Exchange Commission on November 21, 2006 As filed with the Securities and Exchange Commission on November 21, 2006 Registration No. |
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| November 21, 2006 |
CERTIFICATE OF CORRECTION OF BIOELECTRONICS CORPORATION Exhibit 3.11 CERTIFICATE OF CORRECTION OF BIOELECTRONICS CORPORATION BioElectronics Corporation, a Maryland corporation having its principal office at 4539 Metropolitan Court, Frederick; Maryland 21704 (the "Corporation"), hereby certifies that: FIRST: This Certificate of Correction corrects typographical errors contained in Articles of Amendment (the "Articles of Amendment"). SECOND: The name of |
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| November 21, 2006 |
SECURED CONVERTIBLE PROMISSORY NOTE BioElectronics Corporation: Exhibit 10.14 - Prepared by TNT Filings Inc. Exhibit 10.14 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION |
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| November 21, 2006 |
SECURED CONVERTIBLE PROMISSORY NOTE BioElectronics Corporation: Exhibit 10.16 - Prepared by TNT Filings Inc. Exhibit 10.16 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION |
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| November 21, 2006 |
ARTICLES OF RESTATEMENT OF BIOELECTRONICS CORPORATION Exhibit 3.13 ARTICLES OF RESTATEMENT OF BIOELECTRONICS CORPORATION BIOELECTRONICS CORPORATOIN, a Maryland corporation having its principal place of business in Baltimore County, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: 1. The name of the Corporation is BioElectronics Corporation. The Corporation desires to restate its Char |
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| November 21, 2006 |
CERTIFICATE OF CORRECTION OF BIOELECTRONICS CORPORATION Exhibit 3.12 CERTIFICATE OF CORRECTION OF BIOELECTRONICS CORPORATION BioElectronics Corporation, a Maryland corporation having its principal office at 4539 Metropolitan Court, Frederick, Maryland 21704 (the "Corporation"), hereby certifies that: FIRST: This Certificate of Correction corrects Articles of Amendment (the "Articles of Amendment"). SECOND: The name of the single party to the Articles o |
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| November 21, 2006 |
SECURED CONVERTIBLE PROMISSORY NOTE BioElectronics Corporation: Exhibit 10.15 - Prepared by TNT Filings Inc. Exhibit 10.15 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION |
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| November 21, 2006 |
Exhibit 10.10 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this ?Agreement?), dated as of December 8, 2005, is by and among BioElectronics Corporation, a Maryland corporation (the ?Company?), and the subscribers identified on the signature page hereto (each a ?Subscriber? and collectively ?Subscribers?). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in |
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| September 21, 2006 |
As filed with the Securities and Exchange Commission on September 21, 2006 As filed with the Securities and Exchange Commission on September 21, 2006 Registration No. |
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| September 21, 2006 |
The Physics and Clinical Research Behind ActiPatch™ EX-10.14 3 exh1014.htm EXHIBIT 10.14 Exhibit 10.14 The Physics and Clinical Research Behind ActiPatch™ BioElectronics Corporation 401 Rosemont Avenue, Rosenstock Hall, 3rd Floor, Frederick, Maryland 21701 Phone: 301-644-3609 Fax: 301-644-3939 Email: [email protected] Website: bioelectronicscorp.com OTC: BBPK BIEL Table of Contents Summary 4 History of Pulsed Electromagnetic Therapy 4 Eff |
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| August 14, 2006 |
As filed with the Securities and Exchange Commission on August 14, 2006 As filed with the Securities and Exchange Commission on August 14, 2006 Registration No. |
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| August 14, 2006 |
MODIFICATION AND AMENDMENT AGREEMENT Exhibit 10.13 MODIFICATION AND AMENDMENT AGREEMENT This Modification and Amendment Agreement ("Agreement") dated as of August 14, 2006 is entered into by and among BioElectronics Corp., a Maryland corporation (the "Company") and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are parties to a Sub |
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| July 13, 2006 |
BIOELECTRONICS CORPORATION 401 Rosemont Avenue, 3rd Floor Rosenstock Hall Frederick, Maryland 21701 BIOELECTRONICS CORPORATION 401 Rosemont Avenue, 3rd Floor Rosenstock Hall Frederick, Maryland 21701 VIA EDGAR July 13, 2006 Division of Corporation Finance Securities and Exchange Commission 100 Fifth Street, N. |
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| July 10, 2006 |
BIOELECTRONICS CORPORATION 401 Rosemont Avenue, 3rd Floor Rosenstock Hall Frederick, Maryland 21701 BIOELECTRONICS CORPORATION 401 Rosemont Avenue, 3rd Floor Rosenstock Hall Frederick, Maryland 21701 VIA EDGAR July 6, 2006 Division of Corporation Finance Securities and Exchange Commission 100 Fifth Street, N. |
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| June 19, 2006 |
BioElectronics Corporation and the Investors listed therein. Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made as of April 4, 2005, by and between BioElectronics Corporation, a Maryland corporation (the "Company"), and those persons whose names appear on Schedule A, as such Schedule A is amended from time to time (collectively, the "Investors"). WITNESSETH: WHEREAS, the Company has entered into a subscr |
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| June 19, 2006 |
BioElectronics Corporation 2004 Stock Incentive Plan, dated November 30, 2004. BioElectronics Corporation: Exhibit 4.4 - Prepared by TNT Filings Inc. Exhibit 4.4 BIOELECTRONICS CORPORATION 2004 EQUITY INCENTIVE PLAN This BioElectronics Corporation 2004 Equity Incentive Plan (the “Plan”) is established by BioElectronics Corporation, a Maryland corporation (the "Company"), effective as of November 30, 2004 (the “Effective Date”), subject to the approval of the shareholders of |
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| June 19, 2006 |
Exhibit 4.7 LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the 4th day of December, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of BioElectronics Corporation, a Maryland corporation (the "Company"). NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowle |
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| June 19, 2006 |
Form of Common Stock Purchase Warrant, dated December 8, 2005. BioElectronics Corporation: Exhibit 4.1 - Prepared by TNT Filings Inc. Exhibit 4.1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRA |
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| June 19, 2006 |
BioElectronics Corporation Bylaws. Exhibit 3.2 BYLAWS OF BioElectronics Corporation ARTICLE I OFFICES Section 1. Principal Office. The principal office of the Corporation in the State of Maryland shall be 3612 Sprigg Street South, Frederick, Maryland 21704. The name of the resident agent of the Corporation in the State of Maryland is Andrew J. Whelan and the post office address of such resident agent is 3612 Sprigg Street South, Fr |
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| June 19, 2006 |
Articles of Amendment to the Articles of Incorporation, dated April 6, 2004. Exhibit 3.1.2 ARTICLES OF AMENDMENT April 6, 2004 (1) BioElectronics Corporation (2) a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that: (3) The charter of the corporation hereby amended as follows: A. Article SIXTH is amended as follows: (i) the total number of shares of Common Stock which the Corporation shall have authority to issue is i |
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| June 19, 2006 |
Articles of Amendment to the Articles of Incorporation, dated April 23, 2004. Exhibit 3.1.1 ARTICLES OF AMENDMENT April 23, 2004 (1) BioElectronics Corporation (2) a Maryland corporation hereby certifies to the State Department of Assessments and Taxation of Maryland that: (3) The charter of the corporation hereby amended as follows: Explanatory Note The corporation has filed these Articles of Amendment (the "Interim Amendment") for the purposes of amending its original Art |
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| June 19, 2006 |
Exhibit 10.6 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONA |
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| June 19, 2006 |
Exhibit 10.4 MADISON COMMERCE CENTER-A, LLC Lease Agreement This Lease Agreement is made on this 31 day of August, 2005, at Murrieta, California between MADISON COMMERCE CENTER-A, LLC. (hereinafter "Lessor" or MCC) and ANDREW S. WHELAN DBA BIOELECTRONICS CORPORATIONS, (hereinafter "Lessee" or "Tenant"). I. Premises MCC hereby leases to Tenant and Tenant hereby hires from MCC, the property hereinaf |
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| June 19, 2006 |
Exhibit 10.13 MODIFICATION AND AMENDMENT AGREEMENT This Modification and Amendment Agreement ("Agreement") dated as of June 16, 2006 is entered into by and among BioElectronics Corp., a Maryland corporation (the "Company") and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are parties to a Subsc |
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| June 19, 2006 |
Exhibit 10.12 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT is entered into as of June 30, 2005 (the "Effective Date") between BIOELECTRONICS CORPORATION, a Maryland corporation with offices at 401 Rosemont Avenue, Frederick, Maryland 21701 (the "Company"), and MaxMed Technologies, Inc , a Delaware Corporation with offices at 9265 Dowdy Drive, Suite 11, San Diego, California 92126 (the "Distr |
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| June 19, 2006 |
Exhibit 10.9 PROMISSORY NOTE AGREEMENT AGREEMENT made as of the 30th Day of June 2005 by and between MaxMed Technologies, Inc. ("Borrower"), a Delaware corporation, with offices at 9265 Dowdy Drive, Suite 11, San Diego, California 92126 and BioElectronics Corporation, a Maryland corporation, having an office at 401 Rosemont Avenue, Frederick, Maryland 21701, ("Lender" or "Holder"). WITNESSETH WHER |
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| June 19, 2006 |
BioElectronic Corporation: Exhibit 10.5 - Prepared by TNT Filings Inc. Exhibit 10.5 LEASE AGREEMENT between Westlake Plaza Business Park, LLC a California Limited Liability Company as “Landlord” and BioElectronic Corporation A Maryland Corporation As “Tenant” BASIC LEASE INFORMATION Lease Date: For identification purposes only, the date of this Lease is January 31, 2005. Landlord: Westlake Plaza B |
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| June 19, 2006 |
Exhibit 4.6 LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the 4th day of December, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of BioElectronics Corporation, a Maryland corporation (the "Company"). NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowle |
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| June 19, 2006 |
Exhibit 10.7 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONA |
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| June 19, 2006 |
Exhibit 10.10 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of December 8, 2005, is by and among BioElectronics Corporation, a Maryland corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in |
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| June 19, 2006 |
Form of Sales Agent Two Year Common Stock Purchase Warrant, dated April 4, 2005. Exhibit 4.2 NEITHER THIS WARRANT NOR THE SECURITIES UNDERLYING THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR THE SECURITIES UNDERLYING THIS WARRANT MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, A |
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| June 19, 2006 |
BioElectronics Corporation Articles of Incorporation. Exhibit 3.1 ARTICLES OF INCORPORATION OF BIOELECTRONICS CORPORATION THIS IS TO CERTIFY: FIRST: The undersigned, Richard A Tanenbaum, whose post office address is, 7315 Wisconsin Avenue, Suite 775N, Bethesda, Maryland, being at least twenty-one (21) years of age, does hereby form a corporation under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations |
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| June 19, 2006 |
Employment Agreement between BioElectronics Corporation and Todd J. Kislak, dated January 3, 2005. Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") January 3, 2005 between BioElectronics Corporation, a Maryland Corporation (the "Company") located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Todd J. Kislak (the "Executive"), residing at 5809 Middle Crest Drive, Agoura Hills, CA 91301. WITNESSETH: WHEREAS. The Board of Directors (the "Board") of the Company |
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| June 19, 2006 |
Employment Agreement between BioElectronics Corporation and Joseph M. Iglesias, dated June 2, 2005. Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated June 2, 2005 between BioElectronics Corporation, a Maryland Corporation (the "Company") located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Joseph M. Iglesias (the "Executive"), residing at 1930 Brushoak Ct., Thousand Oaks CA 91320. WITNESSETH: WHEREAS. The Board of Directors (the "Board") of the Company |
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| June 19, 2006 |
As filed with the Securities and Exchange Commission on June 19, 2006 BioElectronics Corporation: Form SB-2/A - Prepared by TNT Filings Inc. As filed with the Securities and Exchange Commission on June 19, 2006 Registration No. 333-131809 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BioElectronics Corporation (Name of Small Business Issuer in Its Charter) Maryland (State |
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| June 19, 2006 |
Form of Investor and Placement Agent Five Year Common Stock Purchase Warrant, dated April 4, 2005. BioElectronics Corporation: Exhibit 4.3 - Prepared by TNT Filings Inc. Exhibit 4.3 NEITHER THIS WARRANT NOR THE SECURITIES UNDERLYING THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR THE SECURITIES UNDERLYING THIS WARRANT MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH |
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| June 19, 2006 |
BioElectronics Corporation 2004 Stock Incentive Plan, as amended, March 22, 2005. Exhibit 4.5 Amendment No. 1 to the BioElectronics Corporation 2004 Equity Incentive Plan This Amendment No. 1 (the "Amendment") to the BioElectronics Corporation 2004 Equity Incentive Plan (the "Plan") is made, effective as of March 22, 2005, by BioElectronics Corporation, a Maryland corporation (the "Company"). Capitalized terms used herein and not otherwise defined herein shall have the meanings |
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| June 19, 2006 |
Exhibit 10.8 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONA |
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| June 19, 2006 |
Employment Agreement between BioElectronics Corporation and Thomas O’Connor, dated October 8, 2004. Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated October 8, 2004 between BioElectronics Corporation, a Maryland Corporation (the "Company") located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Thomas O’Connor (the "Executive"), residing at 1130 E. Missouri Avenue, Suite 700, Phoenix, Arizona 85014. WITNESSETH: WHEREAS. The Board of Directors (the "Board |
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| February 16, 2006 |
As filed with the Securities and Exchange Commission on February 16, 2006 As filed with the Securities and Exchange Commission on February 16, 2006 Registration No. |
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| February 16, 2006 |
FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BIOELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) Maryland (State of incorporation or organization) 52-2278149 (I.R.S. Employer Identification No.) 401 Rosemont Avenue, 3rd Floor |
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| February 13, 2006 |
Exhibit 10.5 LEASE AGREEMENT between Westlake Plaza Business Park, LLC a California Limited Liability Company as “Landlord” and BioElectronic Corporation A Maryland Corporation As “Tenant” BASIC LEASE INFORMATION Lease Date: For identification purposes only, the date of this Lease is January 31, 2005. Landlord: Westlake Plaza Business Park, LLC a California Limited Liability Company Tenant: BioEle |
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| February 13, 2006 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated June 2, 2005 between BioElectronics Corporation, a Maryland Corporation (the “Company”) located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Joseph M. Iglesias (the “Executive”), residing at 1930 Brushoak Ct., Thousand Oaks CA 91320. WITNESSETH: WHEREAS. The Board of Directors (the “Board”) of the Company |
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| February 13, 2006 |
MADISON Commerce Center-A, LLC Lease Agreement Exhibit 10.4 MADISON Commerce Center-A, LLC Lease Agreement This Lease Agreement is made on this 31 day of August, 2005, at Murrieta, California between MADISON COMMERCE CENTER-A, LLC. (hereinafter “Lessor” or MCC) and ANDREW S. WHELAN DBA BIOELECTRONICS CORPORATIONS, (hereinafter “Lessee” or “Tenant”). I. Premises MCC hereby leases to Tenant and Tenant hereby hires from MCC, the property hereinaf |
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| February 13, 2006 |
BYLAWS OF BioElectronics Corporation ARTICLE I Exhibit 3.2 BYLAWS OF BioElectronics Corporation ARTICLE I OFFICES Section 1. Principal Office. The principal office of the Corporation in the State of Maryland shall be 3612 Sprigg Street South, Frederick, Maryland 21704. The name of the resident agent of the Corporation in the State of Maryland is Andrew J. Whelan and the post office address of such resident agent is 3612 Sprigg Street South, Fr |
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| February 13, 2006 |
As filed with the Securities and Exchange Commission on February 13, 2006 As filed with the Securities and Exchange Commission on February 13, 2006 Registration No. |
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| February 13, 2006 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) January 3, 2005 between BioElectronics Corporation, a Maryland Corporation (the “Company”) located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Todd J. Kislak (the “Executive”), residing at 5809 Middle Crest Drive, Agoura Hills, CA 91301. WITNESSETH: WHEREAS. The Board of Directors (the “Board”) of the Company |
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| February 13, 2006 |
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) dated October 8, 2004 between BioElectronics Corporation, a Maryland Corporation (the “Company”) located at 3612 Sprigg Street South, Frederick, Maryland 21704 and Thomas O’Connor (the “Executive”), residing at 1130 E. Missouri Avenue, Suite 700, Phoenix, Arizona 85014. WITNESSETH: WHEREAS. The Board of Directors (the “Board |
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| February 13, 2006 |
BIOELECTRONICS CORPORATION 2004 EQUITY INCENTIVE PLAN Exhibit 10.6 BIOELECTRONICS CORPORATION 2004 EQUITY INCENTIVE PLAN This BioElectronics Corporation 2004 Equity Incentive Plan (the “Plan”) is established by BioElectronics Corporation, a Maryland corporation (the "Company"), effective as of November 30, 2004 (the “Effective Date”), subject to the approval of the shareholders of the Company within twelve (12) months thereafter. Capitalized terms no |
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| February 13, 2006 |
Amendment No. 1 to the BioElectronics Corporation 2004 Equity Incentive Plan Exhibit 10.7 Amendment No. 1 to the BioElectronics Corporation 2004 Equity Incentive Plan This Amendment No. 1 (the “Amendment”) to the BioElectronics Corporation 2004 Equity Incentive Plan (the “Plan”) is made, effective as of March 22, 2005, by BioElectronics Corporation, a Maryland corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meaning |
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| February 13, 2006 |
ARTICLES OF INCORPORATION BIOELECTRONICS CORPOR.AT ION Exhibit 3.1 ARTICLES OF INCORPORATION OF BIOELECTRONICS CORPOR.AT ION THIS IS TO CERTIFY: FIRST: The undersigned, Richard A Tanenbaum, whose post office address is, 7315 Wisconsin Avenue, Suite 775N, Bethesda, Maryland, being at least twenty-one (21) years of age, does hereby form a corporation under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporatio |
