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): January 31,
2010
BioDrain
Medical, Inc.
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State or
Other Jurisdiction of Incorporation)
|
333-155299
|
33-1007393
|
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
2060
Centre Pointe Boulevard, Suite 7
Mendota
Heights, Minnesota 55120
(Address
of Principal Executive Offices and Zip Code)
(651)
389-4800
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.02
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Termination
of a Material Definitive Agreement.
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On
January 31, 2010, BioDrain Medical, Inc. (the “Company”) terminated the
employment agreement between the Company and Kirsten Doerfert. Effective on such
date, Ms. Doerfert ceased serving as the Company’s Vice President, Sales and
Marketing. In terminating Ms. Doefert’s employment agreement, the Company relied
upon Paragraph 8 of such agreement. Accordingly, the Company compensated Ms.
Doerfert for her base salary, adjusted pro-rata to the date of termination,
along with her unused vacation pay and commissions earned to the date of
termination. Ms. Doefert’s rights and obligations regarding
outstanding stock options and restricted shares of the Company’s common stock
were determined in accordance with the Company’s 2008 Equity Incentive Plan as
well as applicable stock option and restricted stock agreements. A
copy of the Company’s employment agreement with Ms. Doerfert was previously
filed with the Securities and Exchange Commission as Exhibit 10.48 to the
Company’s Registration Statement on Form S-1, Amendment No. 3, filed on
April 6, 2009.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) Effective
on January 31, 2010, the Company terminated the employment of Kirsten Doerfert
as the Company’s Vice President, Sales and Marketing.
This
report on Form 8-K was inadvertently filed late. When the inadvertent
lapse in filing was determined, the Company promptly filed this report on Form
8-K.
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.
Date: May
26, 2010
| BIODRAIN MEDICAL, INC. | |||
|
By:
|
/s/ Kevin R. Davidson | ||
| Kevin R. Davidson | |||
| President and Chief Executive Officer | |||