8-K

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): March 13, 2014

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-15360

Oregon	93-1099680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7180 SW Sandburg St., Ste. 100 Tigard, Oregon	97223
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 692-8001

Former name or former address if changed since last report:

No Change

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:

¨ 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 2.02 Results of Operations and Financial Condition

On March 13, 2014, Bioject issued a press release announcing its financial results for the quarter and full year ended December 31, 2013. The press release includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The press release issued March 13, 2014 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 8.01 Other Events

On March 20, 2014, Bioject issued a press release announcing that it is seeking to restructure its balance sheet, in order to secure necessary operating capital. The press release includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The press release issued March 20, 2014 is furnished herewith as Exhibit No. 99.2 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

99.1	Press Release issued by Bioject Medical Technologies Inc. dated March 13, 2014.
99.2	Press Release issued by Bioject Medical Technologies Inc. dated March 20, 2014.

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.

Date: March 20, 2014	BIOJECT MEDICAL TECHNOLOGIES INC.
	(Registrant)
	/s/ CHRISTINE M. FARRELL
	Christine M. Farrell
	Vice President of Finance
	(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

For Further Information Contact: Bioject Medical Technologies Inc.
Mark Logomasini President and CEO 503-692-8001 ext. 4121	Christine Farrell Vice President of Finance 503-692-8001 ext. 4132

BIOJECT REPORTS UNAUDITED YEAR-END AND FOURTH QUARTER 2013 FINANCIAL RESULTS

Tigard, OR – March 13, 2014 – Bioject Medical Technologies Inc. (OTC Pink: BJCT), a developer and manufacturer of needle-free injection therapy systems, today reported unaudited financial results for the year and quarter ended December 31, 2013. The financial results are unaudited and actual results may vary.

12 Months Ended December 31, 2013

• Revenue for the twelve months ended December 31, 2013 was $1.5 million, compared to $2.0 million in 2012;

• Operating expense for 2013 was $2.5 million, compared to $3.0 million in 2012;

• Operating loss for 2013 was $969,000, compared, to $1.0 million in 2012; and

• Net loss allocable to common shareholders for 2013 was $1.1 million, or $(0.06) per diluted share, compared to $1.2 million, or $(0.06) per diluted share, in 2012.

Three Months Ended December 31, 2013

• Revenue for the quarter ended December 31, 2013 was $384,000 compared to $111,000 in the quarter ended December 31, 2012;

• Operating expense for the 2013 quarter was $116,000, compared to $614,000 in the 2012 quarter. The 2013 operating expense of $116,000 included the reversal of $497,000 of expense related to unclaimed inventory credits;

• Operating income for the 2013 quarter was $268,000, compared to an operating loss of $503,000, in the 2012 quarter; and

• Net income allocable to common shareholders for the 2013 quarter was $215,000, or $0.00 per diluted share, compared to a net loss of $581,000, or $(0.03) per diluted share, in the 2012 quarter.

Bioject Medical Technologies Inc., based in Tigard, Oregon, USA, is a developer and manufacturer of needle-free injection therapy systems (NFITS). NFITS works by forcing medication at high speed through a tiny orifice held against the skin. This creates a fine stream of high-pressure fluid penetrating the skin and depositing medication in the tissue beneath. Bioject is focused on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies, as well as research, global health and government organizations.

Readers and potential investors are cautioned that an investment in the Company’s securities involves an EXTREMELY high degree of risk. Such risks include, without limitation: the risk that audited financial results may differ materially from the unaudited results reported in this press release; the risk that the Company may be unable to continue operations and may file bankruptcy; the risk that additional capital may not be available on acceptable terms, if at all; the risk that the Company’s products will not be accepted by the market; the risk that the Company will be unable to successfully develop and negotiate new strategic relationships; the risk that the international distributor agreements will not be successful; uncertainties related to the time required for the Company to complete research and development and obtain necessary clinical data and government clearances; the risk that the Company may not receive orders, whether anticipated or unanticipated; the risk that the Company’s supply chain management process may not improve the Company’s cash position or cash flows; and the risk that the Company may be unable to comply with the extensive government regulations applicable to the business.

Bioject (OTC Pink: BJCT) trades on the OTC Pink tier of the OTC market. Investors can find Real-Time quotes and market information for the Company on www.otcmarkets.com.

For more information about Bioject, visit www.bioject.com

Bioject Medical Technologies Inc.

Selected Condensed Consolidated Statements of Operations Data (Unaudited)

(In thousands, except share and per share data)

	Three months ended December 31,						Year ended December 31,
	2013			2012			2013			2012
RESULTS OF OPERATIONS:
Revenue and Expense:
Net sales	$	384		$	111		$	1,530		$	1,955
Operating expenses		116			614			2,499			2,977
Operating income (loss)		268			(503	)		(969	)		(1,022	)
Other expense, net		(22	)		(6	)		(40	)		(32	)
Net (income) loss		246			(509	)		(1,009	)		(1,054	)
Preferred stock dividend		(31	)		(72	)		(123	)		(138	)
Net income (loss) allocable to common shareholders	$	215		$	(581	)	$	(1,132	)	$	(1,192	)
Basic net income (loss) per common share allocable to common shareholders	$	0.01		$	(0.03	)	$	(0.06	)	$	(0.06	)
Shares used in basic per share calculations		18,908,594			18,908,594			18,908,594			18,908,594
Diluted net income (loss) per common share allocable to common shareholders	$	0.00		$	(0.03	)	$	(0.06	)	$	(0.06	)
Shares used in diluted per share calculations		67,518,621			18,908,594			18,908,594			18,908,594

Bioject Medical Technologies Inc.

Selected Condensed Consolidated Balance Sheet Data (Unaudited)

(In thousands)

	December 31,
	2013			2012
ASSETS
Current assets	$	357		$	724
Property and equipment, net		78			95
Other assets, net		1,427			1,412
Total assets	$	1,862		$	2,231
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities	$	1,658		$	2,532
Long term liabilities		1,414			982
Shareholders’ equity (deficit):
Preferred stock		10,740			9,622
Common stock		115,120			115,032
Accumulated deficit		(127,070	)		(125,937	)
Total shareholders’ deficit		(1,210	)		(1,283	)
Total liabilities and shareholders’ deficit	$	1,862		$	2,231

EX-99.2

Exhibit 99.2

For Further Information Contact: Bioject Medical Technologies Inc. Mark Logomasini President and CEO 503-692-8001 ext. 4121 Christine Farrell
Vice President of Finance
503-692-8001 ext. 4132

BIOJECT SEEKING TO RESTRUCTURE ITS BALANCE SHEET

Tigard, OR – March 20, 2014 – Bioject Medical Technologies Inc. (OTC Pink: BJCT), a developer and manufacturer of needle-free injection therapy systems, today announced it is seeking to restructure its balance sheet, in order to secure necessary operating capital. After attempts to obtain necessary operating capital from third parties over a period of twelve months were unsuccessful, Bioject received an advance on March 17, 2014, of $500,000 from two of its directors, pending completion of a restructuring plan, approved by its Board of Directors, but subject to final negotiated agreements and shareholder and debt holder consents.

Under the planned restructuring, the $500,000 advance will be converted into 50,000 shares of a new Series I Preferred Stock with a conversion price into common stock of $0.075 per share. In addition, existing debt holders with notes aggregating approximately $1.0 million, will be asked to exchange the debt into approximately 100,000 shares of Series I Preferred Stock. This secured debt includes $260,000 of bridge promissory notes issued to the two directors during December 2013 and January 2014. Furthermore, the Series D, E, F and G Preferred Stock will be asked to convert into approximately 20 million shares of common stock and receive secured five year notes aggregating between $2.0 and $2.2 million. The existing 99,455 shares of Series H Preferred Stock and the approximately 18.9 million shares of publicly held Common Stock, would remain in place. The Series H and Series I Preferred Stock would rank pari passu.

The restructuring plan is expected to be finalized prior to April 30, 2014, but is subject to final negotiated agreements and receipt of all necessary shareholder and debt holder consents, including those referred to above. Upon a closing of the restructuring plan as described above, on a fully diluted basis, common share equivalents will aggregate approximately 90 million shares, including existing employee stock options. In addition, Bioject also plans to establish an equity incentive plan for management, employees and directors aggregating 7 million shares. There can be no assurance that the restructuring plan, if implemented as described above, including, but not limited to, the additional $500,000 in operating capital, will maintain the viability of Bioject as a going concern.

Readers and potential investors are cautioned that an investment in the Company’s securities involves an EXTREMELY high degree of risk. Such risks include, without limitation: the risk that the Company may be unable to continue operations and may file bankruptcy; and the risk that additional capital may not be available on acceptable terms, if at all. The Company is not current in the filings required under the Securities and Exchange Act of 1934 and therefore very limited information is publicly available about the Company.

Bioject (OTC Pink: BJCT) trades on the OTC Pink tier of the OTC market. Investors can find Real-Time quotes and market information for the Company on www.otcmarkets.com.

For more information about Bioject, visit www.bioject.com