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) ~~December~~January 279, ~~2012~~2014

Calypte Biomedical Corporation

(Exact name of ~~Company~~registrant as specified in its charter)

Delaware	000-20985	06-1226727
(State or Other Jurisdiction)	(Commission File Number)	(I.R.S. Employer Identification)
(State or other jurisdiction)	(Commission File Number)	(I.R.S. Employer Identification)
of Incorporation)

15875 SW 72nd Ave, Portland, OR 97224

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (503) 726-2227

N/A

(Former name or former address, if changed since last report)

o☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

OnThe ~~December~~Registrant ~~27,~~and ~~2012,~~DP ~~Calypte~~Tzuan ~~Biomedical~~(HK) ~~Corporation~~Limited (the “~~Company~~Purchaser”) have entered into ~~employment~~an ~~agreements~~Investment ~~with~~Agreement ~~Adel~~dated ~~Karas~~January 9, ~~its~~2014 ~~President~~(the ~~and~~“Agreement”) ~~Chief~~pursuant ~~Executive~~to ~~Officer~~which ~~and~~the Purchaser has agreed to invest $2 million in the Registrant through the purchase of 400,000,000 shares of Common Stock of the Registrant (the “Shares”) at a ~~member~~purchase price of ~~its~~$0.005 ~~Board~~per share. The issuance of ~~Directors,~~the ~~and~~Shares ~~Kartlos~~will ~~Edilashvili,~~be ~~its~~contingent ~~Chief~~upon ~~Financial~~an ~~Officer~~amendment ~~and~~to the Registrant’s Certificate of Incorporation to increase the authorized shares of Common Stock to a ~~member~~total of ~~its~~2,400,000,000 ~~Board~~shares and to reduce the par value of ~~Directors~~the Registrant’s Common Stock to $0.005 per share (the “Amendment”). The Agreement provides for the investment to be made in three installments: (i) $500,000 ~~each~~as soon as practicable following the effective time of the Amendment; (ii) $500,000 on ~~January~~May 1, ~~2013~~2014; and (iii) $1 million on November 1, 2014. Under the Agreement, the parties will develop a mutually-agreed budget plan for the Registrant. Each installment under the Agreement will be subject to the effectiveness of the Amendment, the Registrant’s compliance with the above-referenced budget plan and customary closing conditions.

~~The~~A ~~agreement~~copy ~~with Mr. Karas provides that he will be employed as President and Chief Executive Officer, based in Dubai, United Arab Emirates, reporting to the Board~~ of ~~Directors. The agreement requires Mr. Karas to devote substantially all reasonable and necessary time, efforts, skills and attention for~~ the ~~benefit~~Agreement ofis ~~and~~attached ~~with~~hereto ~~his~~as ~~primary~~Exhibit ~~attention to the affairs of the Company~~99.1.

~~Under~~Item ~~his agreement, Mr~~3.02 Unregistered ~~Karas~~Sales ~~is entitled to a base salary~~ of ~~$90,000~~Equity per year, increased to $180,000 at such time as the Company achieves profitability. In the event Mr. Karas’s employment is terminated by the Company other than for Cause or by Mr. Karas for Good Reason (each as defined in the agreement), he will be entitled to one year of salary continuation. The agreement further provides that any option grants or similar equity compensation shall provide for six months’ acceleration of vesting in the event Mr. Karas’s employment is terminated by the Company other than for Cause or by Mr. Karas for Good Reason. Under the Agreement, “Cause” is defined as any type of wrongful act by the employee specified in the agreement, including willful failure to perform his duties, dishonest or illegal conduct that materially harms the Company, conviction of certain types of crimes, or material breach of a written agreement with the Company or a written policy established by the Company; “Good Reason” is defined as any type of adverse condition of employment specified in the agreement, including a material reduction in salary, a material adverse change in title, authority, duties or responsibilities, or a relocation of the principal place of employment by more than 100 miles.Securities

~~Mr.~~Pursuant ~~Karas’s~~to ~~agreement~~the ~~prohibits~~Agreement, ~~him from competing with~~ the ~~Company~~Registrant ~~during~~has ~~his~~agreed ~~employment~~to sell and ~~for~~issue athe ~~period~~Shares ofto ~~12 months thereafter in~~ the ~~event~~Purchaser ~~of his termination~~ for ~~Cause~~an oraggregate ~~six~~of ~~months~~$2 million ~~thereafter~~ in ~~all other events~~cash. The ~~agreement~~Shares ~~also~~will ~~contains~~be ~~certain~~issued ~~non-solicitation~~in ~~provisions~~offshore ~~that~~transactions ~~remain~~ in ~~effect~~reliance ~~until~~upon 12Regulation ~~months~~S ~~following~~promulgated ~~the~~under ~~termination of Mr. Karas’s employment. During such period, Mr. Karas may not take any action to (i) solicit, hire or recruit any employee of~~ the ~~Company,~~Securities orAct ~~induce the termination~~ of employment of any such employee or (ii) solicit, contact or meet with the Company’s current, former or prospective customers for the purpose of offering or accepting goods or services similar to or competitive with those offered by the Company1933.

~~Mr.~~Item ~~Edilashvili’s agreement is substantially identical to Mr~~9. ~~Karas’s, except as follows: (i) Mr. Edilashvili is employed as Chief~~ 01 Financial ~~Officer~~Statements ~~reporting to the Chief Executive Officer; (ii) his initial base salary is $50,000, increasing to $100,000 when the Company achieves profitability;~~ and ~~(iii) he will be entitled to six months of salary continuation in the event his employment is terminated by the Company other than for Cause or by Mr. Edilashvili for Good Reason.~~Exhibits

(d) Exhibits

Exhibit No.		Description

99.1		Investment Agreement dated January 9, 2014 between the Registrant and the Purchaser.

SIGNATURES

Pursuant to the requirement 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: January 315, ~~2013~~2014

	Calypte Biomedical Corporation


	By:	/s/ Adel Karas
		Adel Karas
		President and Chief Executive Officer

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