AVTI / Avitar, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Current Report

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) November 30th, 2010 AVITAR, INC. (Exact name of registrant as specified in its charter) Delaware 06-1174053 (State or other jurisdiction of (IRS Employer incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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

OMB APPROVAL OMB Number 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1.

AVITAR, INC. JV AGREEMENT WITH JOHNNY FAMOUS SHOES UPDATE

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE November 30th, 2010 Calgary, AB Contact: Cory Gelmon: 310.909 -3830 AVITAR, INC. JV AGREEMENT WITH JOHNNY FAMOUS SHOES UPDATE CALGARY, AB –(NEWSFILE)—Avitar, Inc (AVTI) is pleased to announce that the production of footwear that the company has invested in has been partially shipped and is currently in San Diego. Johnny Famous Shoes, Inc. (“Johnny’s)

NEWS RELEASE

NEWS RELEASE FOR IMMEDIATE RELEASE June 29th, 2010 Calgary, AB AVITAR, INC.ENTERS JV AGREEMENT WITH JOHNNIE’S FAMOUS SHOES CALGARY, AB –(NEWSWIRE)—Avitar, Inc (AVTI) announced that has entered a Joint Venture Agreement with Johnnie’s Famous Shoes, Inc. (“Johnnie’s”) of New York for the purpose of financing, producing and distributing its summer run of high end, luxury, Men’s footwear. Johnnie’s ha

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) August 16, 2010 AVITAR, INC. (Exa

Avitar, Inc.: Form 8-K - Filed by newsfilecorp.com 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) August 16, 2010 AVITAR, INC. (Exact name of registrant as specified in its charter) Delaware 06-1174053 (State or other jurisdiction

NEWS RELEASE

NEWS RELEASE FOR IMMEDIATE RELEASE August 5th, 2010 Calgary, AB Contact: Cory Gelmon: 310.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K [ x ] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 14, 2008 Commission

Filed by sedaredgar.com - Avitar, Inc. - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K [ x ] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 14, 2008 Commission File Number 001-15695 Avitar, Inc. (Exact name of registrant as specified in its charter) Delaware 0

Letter from BDO Seidman, LLP to the Registrant dated February 10, 2009.

ASSET PURCHASE AGREEMENT

EXHIBIT 10 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?) is made and entered into this day of August, 2008, by and among Avitar Inc.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) August 5, 2008 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Ide

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) June 30, 2008 AVITAR, INC. (Exact Name of Regist

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) June 30, 2008 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden

Other Events

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) May 5, 2008 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) March 3, 2008 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden

REGISTRATION RIGHTS AGREEMENT

EX-4.2 3 ex4-2march2008.htm REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2008, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or

STOCK PURCHASE WARRANT

EX-4.4 5 ex4-4march2008.htm FORM OF WARRANT EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 22, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE

CALLABLE SECURED CONVERTIBLE NOTE

EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTION

SECURITIES PURCHASE AGREEMENT

EX-4.1 2 ex4-1march2008.htm SECURITTIES PURCHASE AGREEMENT EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 22, 2008, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WHEREAS:

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2007. [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange act for the transition period from to Commission File Number: 1-15695 Avitar, Inc. (Exact name of small busi

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION

Exhibit 3.1 Certificate of Amendment CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Avitar, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That by unanimous written consent of the Board of Directors of Avitar, Inc., resolutions were duly adopted setting forth proposed an amendment of the

Subsidiaries of the Company Avitar, Inc. List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Company Avitar, Inc. List of Subsidiaries Avitar Technologies, Inc. Avitar Industries, Inc. (formerly Managed Health Benefits Corporation) Avitar Diagnostics, Inc. BJR Security, Inc

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2007 Commission file number: 1-15695 AVITAR, INC.

CALLABLE SECURED CONVERTIBLE NOTE

EX-4.3 4 ex4-3dec2007.htm FORM OF 8% SECURED CONVERTIBLE NOTE EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCO

SECURITIES PURCHASE AGREEMENT

EX-4.1 2 ex4-1dec2007.htm STOCK PURCHASE AGREEMENT - DECEMBER 13, 2007 EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 13, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”

STOCK PURCHASE WARRANT

EX-4.4 5 ex4-4dec2007.htm FORM OF WARRANT EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 13, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) December 20, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number)

REGISTRATION RIGHTS AGREEMENT

EX-4.2 3 ex4-2dec2007.htm REGISTRATION RIGHTS AGREEMENT - DECEMBER 13, 2007 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 13, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates a

AVITAR, INC. 65 Dan Road Canton, Massachusetts 02021

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to 240.

AVITAR, INC. 65 Dan Road Canton, Massachusetts 02021

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to 240.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) November 15, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number)

CALLABLE SECURED CONVERTIBLE NOTE

EX-4.3 4 formofnote-nov2007.htm FORM OF NOTE EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR

SECURITIES PURCHASE AGREEMENT

EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 14, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WHEREAS: A. The Company and the Buyers are executing and delivering

STOCK PURCHASE WARRANT

EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS?TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 14, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA?TION STATEMENT FOR

REGISTRATION RIGHTS AGREEMENT

EX-4.2 3 reg-rtsnov2007.htm REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or

AVITAR, INC. 65 Dan Road Canton, Massachusetts 02021

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to 240.

__________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2054 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 AVITAR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2054 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVITAR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 06-1174053 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NUMBER) 65 DAN ROAD CANTON, MA 02021 (781) 821-2440 (ADDRESS OF PRINCIPAL EXECUTIVE

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 15 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the prospectus dated June 14, 2006 to provide information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2007 including the following: On August 15, 2

STOCK PURCHASE WARRANT

EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 9, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH

CALLABLE SECURED CONVERTIBLE NOTE

EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTION

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k-august2007.htm REPORT ON FORM 8-K 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) August 15, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission

SECURITIES PURCHASE AGREEMENT

EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 9, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WHEREAS: A. The Company and the Buyers are executing and delivering thi

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 14 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the Prospectus dated June 14, 2006 to provide information contained in our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on August 14, 2007. This Prospectus Supplement is not

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2007. [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange act for the transition period from to Commission File Number: 1-15695 Avitar, Inc. (Exact name of small business

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 13 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the prospectus dated June 14, 2006 to provide information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2007 including the following: On July 19, 2007,

Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 19, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden

SECURITIES PURCHASE AGREEMENT

EX-4.1 2 ex4-1july2007.htm EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 19, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WHE

CALLABLE SECURED CONVERTIBLE NOTE

EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTION

STOCK PURCHASE WARRANT

EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 24, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH

REGISTRATION RIGHTS AGREEMENT

EX-4.2 3 ex4-2july2007.htm EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assi

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 12 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the prospectus dated June 14, 2006 to provide information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2007 including the following: On July 13, 2007,

Consulting Agreement

Consulting Agreement THIS AGREEMENT made as of the 11th day of May, 2007. B E T W E E N: Britannia Law Office, or nominee, (the “Consultant”) - and - Avitar, Inc. a body corporate with offices located in the State of Massachusets (the “Company”) IN CONSIDERATION OF the mutual covenants, terms and agreements herein contained, and for other good and valuable consideration, the receipt and sufficienc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 13, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden

CALLABLE SECURED CONVERTIBLE NOTE

EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTION

SECURITIES PURCHASE AGREEMENT

EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WHEREAS: A. The Company and the Buyers are executing and delivering this

STOCK PURCHASE WARRANT

EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 7, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH S

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) June 11, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 11 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the prospectus dated June 14, 2006 to provide information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2007 including the following: On June 11, 2007,

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “I

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 10 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the Prospectus dated June 14, 2006 to provide information con

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 10 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the Prospectus dated June 14, 2006 to provide information contained in our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on May 15, 2007. This Prospectus Supplement is not com

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 9 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the prospectus dated June 14, 2006 to provide information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007 including the following: On May 8, 2007, Avi

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007. [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange act for the transition period from to Commission File Number: 1-15695 Avitar, Inc. (Exact name of small busines

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) May 8, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identi

SECURITIES PURCHASE AGREEMENT

EX-4.1 2 ex4-1may2007.htm EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WHEREA

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “In

STOCK PURCHASE WARRANT

EX-4.4 5 ex4-4may2007.htm EXHIBIT 4.4 FORM OF WARRANT EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 7, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABS

CALLABLE SECURED CONVERTIBLE NOTE

EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTION

CALLABLE SECURED CONVERTIBLE NOTE

EX-4.3 4 ex4-3march2007.htm EXHIBIT 4.3 FORM OF NOTE-AJW EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CU

SECURITIES PURCHASE AGREEMENT

EX-4.1 2 ex4-1march2007.htm EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2007, by and among Avitar Inc., a Delaware corporation, with headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”). WH

STOCK PURCHASE WARRANT

EXHIBIT 4.4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 12, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SU

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) March 9, 2007 AVITAR, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15695 06-1174053 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Iden

REGISTRATION RIGHTS AGREEMENT

EX-4.2 3 ex4-2march2007.htm EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2007, by and among Avitar Inc., a Delaware corporation with its headquarters located at 65 Dan Road, Canton, MA 02021 (the “Company”), and each of the undersigned (together with their respective affiliates and any ass

AVITAR, INC. 28,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 8 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the prospectus dated June 14, 2006 to provide information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2007 including the following: On March 9, 2007,

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 7 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the Prospectus dated June 14, 2006 to provide information cont

Filed Pursuant to Rule 424(b)(3) Registration No. 333-134302 Prospectus Supplement No. 7 to Prospectus dated June 14, 2006 AVITAR, INC. 28,000,000 Shares Common Stock We are supplementing the Prospectus dated June 14, 2006 to provide information contained in our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on February 14, 2007. This Prospectus Supplement is not

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One)

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2006. [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange act for the transition period from to Commission File Number: 1-15695 Avitar, Inc. (Exact name of small busi

EX-99

EXHIBIT 99.1 COMPANY CONTACT: Avitar, Inc. Jay Leatherman 781-821-2440 [email protected] www.avitarinc.com FOR IMMEDIATE RELEASE Avitar Announces $2,000,000 Private Placement CANTON, MA, September 30, 2003 - Avitar, Inc. (AMEX: AVR) announced today that it entered into a $2,000,000 private placement, which raised gross proceeds of $1,000,000 in the first closing of convertible preferred st

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* AVIT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* AVITAR, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 053801106 (CUSIP Number) AUGUST 13, 2003 (Date of Event which Requires Filing of

EX-3.(I)

EXHIBIT 3.1 COMPLETE COPY OF AMENDED CERTIFICATE OF INCORPORATION OF AVITAR, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and refe

EX-21

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Avitar, Inc. List of Subsidiaries Avitar Technologies, Inc. Avitar Industries, Inc. (formerly Managed Health Benefits Corporation) United States Drug Testing Laboratories, Inc. Avitar Diagnostics, Inc. BJR Security, Inc.