Current Report Filing (8-k)
05 Décembre 2016 - 9:13PM
Edgar (US Regulatory)
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 29,
2016
FluoroPharma
Medical, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
|
333-151381
|
20-8325616
|
|
(Commission File
Number)
|
(IRS Employer Identification
No.)
|
8 Hillside Avenue, Suite 108
Montclair,
NJ 07042
(Address
of principal executive offices and zip code)
(973)
744-1565
(Registrant's
telephone number including area code)
(Registrant's
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 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(b) under the Exchange
Act (17 CFR 240.14a-12(b))
[ ]
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 1.01. Entry into a Material Definitive
Agreement.
On
November 29, 2016, FluoroPharma Medical, Inc. (the
“Company”) consummated an additional closing pursuant
to the Note Purchase Agreement dated as of March 23, 2016 (the
“Purchase Agreement”), entered into with certain
accredited investors identified therein for the issuance and sale
in a private placement (the “2016 Private Placement”)
of convertible promissory notes (the “Notes”),
convertible into shares of common stock. The Company issued a Note
in the principal amount of $60,000 in connection with this
additional closing.
The foregoing description of the 2016 Private Placement and related
transactions does not purport to be complete and is qualified in
its entirety by reference to the complete text of the (i) form of
2016 Purchase Agreement filed as Exhibit 10.2 hereto; and (ii) form
of 2016 Note issued in the Private Placement filed as Exhibit 4.3
hereto.
For a more complete description of the
terms of the 2016 Private Placement, please see the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 23, 2016.
On May 28, 2015 through September 29, 2015, FluoroPharma Medical,
Inc. (the “Company”), accepted subscriptions pursuant
to a Note and Warrant Purchase Agreement (the “2015 Purchase
Agreement”) entered into with certain accredited investors
identified therein for the issuance and sale in the private
placement (the “2015 Private Placement”) of an
aggregate principal amount of $2,780,005 in convertible promissory
notes (the “2015 Notes”).
On May 26, 2016, the 2015 Notes were amended to (1) extend the
maturity date an additional six months and (ii) increase the
interest rate, from 8% to 12%, applied retroactively from the
initial issuance date of the Notes. The Notes were amended in
August 2015 to increase the aggregate principal amount to up to $3
million.
On December 5, 2016, the Company obtained majority approval to
further amend the 2015 Notes to extend the maturity date of the
Notes for additional six months, with an effective date of November
28, 2016.
The foregoing description of the 2015 Private Placement and related
transactions does not purport to be complete and is qualified in
its entirety by reference to the complete text of the (i) form of
2015 Purchase Agreement filed as Exhibit 10.1 hereto; (ii) form of
2015 Note issued in the Private Placement filed as Exhibit 4.1
hereto; and (iii) form of Amendment No. 3 to Convertible Promissory
Note filed as Exhibit 4.2 hereto. For a more complete
description of the initial terms of the 2015 Private Placement,
please see the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on June 3,
2015.
Item 3.02. Unregistered Sales of Equity
Securities.
As
described more fully in Item 1.01 above, the Company consummated
the Private Placement. The issuance of securities in the
Private Placement was exempt from registration pursuant to Section
4(2) of, and Rule 506 under Regulation D promulgated under, the
Securities Act of 1933, as amended.
Item 9.01
.
Financial
Statement and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
|
Description
|
|
4.1**
|
|
Form of
Convertible Promissory Note (2015).
|
|
4.2
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Form of
Amendment No. 3 to Convertible Promissory Note.
|
|
4.3*
|
|
Form of
Convertible Promissory Note (2016)
|
|
10.1**
|
|
Form of
Note Purchase Agreement (2015).
|
|
10.2*
|
|
Form of
Note Purchase Agreement (2016).
|
*Incorporated
by reference to the Company’s Current Report on Form 8-K
filed with the
Securities and
Exchange Commission on March 23, 2016.
**Incorporated
by reference to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 3,
2015.
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 thereunto duly authorized.
Dated:
December 5, 2016
FLUOROPHARMA
MEDICAL, INC.
By:
/s/
Thomas H. Tulip
Name:
Thomas H. Tulip
Title:
CEO and President
EXHIBIT INDEX
(d)
Exhibits.
|
Exhibit
No.
|
|
Description
|
|
4.1**
|
|
Form of
Convertible Promissory Note (2015).
|
|
4.2
|
|
Form of
Amendment No. 3 to Convertible Promissory Note.
|
|
4.3*
|
|
Form of
Convertible Promissory Note (2016).
|
|
10.1**
|
|
Form of
Note Purchase Agreement (2015).
|
|
10.2*
|
|
Form of
Note Purchase Agreement (2016).
|
*Incorporated
by reference to the Company’s Current Report on Form 8-K
filed with the
Securities and
Exchange Commission on March 23, 2016.
**Incorporated by reference to the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 3,
2015.
FluoroPharma Medical (CE) (USOTC:FPMI)
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