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): September 8, 2003
Commission File Number: 000-49620
Biogentech Corporation
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(Exact name of registrant as specified in its charter)
Nevada 91-1868007
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2445 McCabe Way, Suite 150, Irvine, California 92614
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(Address of principal executive offices) (Zip Code)
949.757.0001
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(Registrant's Telephone Number, Including Area Code)
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(Former name, if changed since last report)
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(Former Address and Telephone Number of Principal Executive Offices)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
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On September 8, 2003 we entered into an 8% convertible note in the amount of
$600,000 (the "Note") with Gryphon Master Fund, L.P. ("Gryphon"). In conjunction
with signing the Note, we also issued Gryphon three year warrants to purchase,
at any time, 90,000 common shares of Biogentech Corp.'s at $2.88 per share. The
Note is due and payable in three years and is convertible, at any time, to
Biogentech Corp. common shares at $2.00 per share. Finally, we entered into a
registration rights agreement wherein we are required to file, within 30 days of
the execution of the Note, a registration statement to register the underlying
shares issuable to Gryphon. The Purchase Agreement, Note, Warrant Agreement and
Registration Rights Agreement are attached hereto as exhibits.
INDEX TO EXHIBITS
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10.1 Purchase Agreement dated September 8, 2003 between Biogentech Corp. and
Gryphon Master Fund, L.P. The Note, Warrant Agreement and Registration Rights
Agreement are attached as exhibits to the Purchase Agreement.
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.
Biogentech Corporation
September 12, 2003 By: /s/ Chaslav Radovich
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Chaslav Radovich, President