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 1, 2005
Bio-Life Labs, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-30546 33-0714007
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
16 Concord Road, El Paso, Texas 79909
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (915) 843-2044
Copies to:
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2005, Bio-Life Labs, Inc. (the "Company"), sold an aggregate of
10 million shares of common stock (the "Shares") to Margaret and Chaim Stern for
$400,000. The investor also received 5 million warrants (the "Warrants"). The
Notes and the Warrants were issued in a private placement transaction pursuant
to Section 4(2) under the Securities Act of 1933.
Each Warrant is exercisable for a period of three years at a price of $0.20
per share, subject to certain adjustments. The exercise price of the Warrants is
subject to adjustment for stock splits, combinations, dividends and the like.
The investors may exercise the warrants on a cashless basis if the shares of
common stock underlying the Warrants are registered pursuant to an effective
registration statement. The Warrants are callable by the Company should the
Company's bid price closes at or above $0.50 per share for 30 consecutive days.
The Company has granted the investor piggy-back registration rights for the
Shares and the shares underlying the Warrants, however, in the event that the
Company does not file a registration statement registering the Shares and the
shares underlying the Warrants by November 30, 2005, the Company is obligated to
issue to the investor 50,000 shares of its common stock and 25,000 warrants on
the same terms and conditions as the Warrants, for each month that the
registration statement is not filed.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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4.1 Form of $100,000 Subscription Agreement
4.2 Form of $300,000 Subscription Agreement
4.3 Form of $100,000 Warrant
4.4 Form of $300,000 Warrant
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.
Bio-Life Labs, Inc.
Date: July 8, 2005 /s/ DAVID KARAM
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David Karam
President