FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Herschkowitz Samuel 		2. Issuer Name and Ticker or Trading Symbol

BioDrain Medical, Inc. [ BIOR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

144 WILLOW STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2012
(Street)

BROOKLYN, NY 11217
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   8/15/2012     J (1) (2)    13250000   A   (1) (2) 45082770   D    
Common Stock, par value $0.01 per share   8/15/2012     J (1) (2)    13250000   A   (1) (2) 45082770   I   See footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note     (4) 8/15/2012     J   (1) (2)    15206953   (5)        (4)   (4) Common Stock, par value $0.01 per share   46480336     (1) (2) 1   D    
Convertible Promissory Grid Note     (6) 8/15/2012     J   (1) (2)    21262234   (7)        (6)   (6) Common Stock, par value $0.01 per share   46480336     (1) (2) 1   I   See footnote   (3)

Explanation of Responses:
( 1)  On August 15, 2012, the Issuer entered into a letter agreement (the "Forbearance Agreement") with Dr. Herschkowitz (both on his own behalf and on behalf of Atlantic Partners Alliance LLC ("Atlantic Partners")) and SOK Partners, LLC ("SOK Partners") pursuant to which Dr. Herschkowitz and SOK Partners agreed to (i) forbear from enforcing their rights under the Convertible Promissory Note (the "First Note"), dated December 20, 2011, in the original principal amount of $240,000 made by the Issuer in favor of Dr. Herschkowitz and the Convertible Promissory Grid Note (the "Grid Note"), dated March 28, 2012, made by the Issuer in favor of SOK Partners, (ii) terminate the letter agreement, dated March 14, 2012, between the Issuer and Atlantic Partners, which granted Dr. Herschkowitz and his affiliates certain anti-dilution rights, and (continued on footnote 2)
( 2)  (iii) extend the maturity date of each of the First Note and the Grid Note to December 31, 2012. In consideration of such agreements, the Issuer agreed to (x) issue to each of Dr. Herschkowitz and SOK Partners on the date of the Forbearance Agreement 13,250,000 shares of the Issuer's Common Stock, par value $0.01 per share ("Shares") and (y) adjust the conversion price under each of the First Note and the Grid Note from $0.065 per Share to $0.014 per Share.
( 3)  Atlantic Partners Alliance is the sole member of SOK Partners. Dr. Herschkowitz is one of the members of Atlantic Partners and may therefore be deemed to be the beneficial owner of securities of the Issuer held by SOK Partners.
( 4)  The First Note may be converted at any time into a number of Shares equal to the then outstanding principal amount and accrued interest under the First Note divided by $0.014. The current outstanding principal amount and accrued interest under the First Note is $271,339.73, which amount, if converted into Shares, would result in the issuance of 19,381,411 Shares. The conversion price under the First Note is subject to adjustment upon the occurrence of certain events, such as stock splits and the issuance of stock for a consideration per Share less than such conversion price.
( 5)  The adjustment of the conversion price under the First Note from $0.065 to $0.014 would result, upon conversion of the outstanding principal amount and accrued interest under the First Note into Shares, in the issuance of 15,206,953 additional Shares to Dr. Herschkowitz.
( 6)  The Grid Note may be converted at any time into a number of Shares equal to the then outstanding principal amount and accrued interest under the Grid Note divided by $0.014. The current outstanding principal amount and accrued interest under the Grid Note is $379,384.95, which amount, if converted into Shares, would result in the issuance of 27,098,925 Shares. The conversion price under the First Note is subject to adjustment upon the occurrence of certain events, such as stock splits and the issuance of stock for a consideration per Share less than such conversion price.
( 7)  The adjustment of the conversion price under the Grid Note from $0.065 to $0.014 would result, upon conversion of the outstanding principal amount and accrued interest under the Grid Note into Shares, in the issuance of 21,262,234 additional Shares to SOK Partners.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Herschkowitz Samuel
144 WILLOW STREET
BROOKLYN, NY 11217
X


Signatures
/s/ Samuel Herschkowitz 8/20/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Biora Therapeutics (PK) (USOTC:BIOR)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024 Plus de graphiques de la Bourse Biora Therapeutics (PK)
Biora Therapeutics (PK) (USOTC:BIOR)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024 Plus de graphiques de la Bourse Biora Therapeutics (PK)