Current Report Filing (8-k)
23 Juin 2022 - 12:01PM
Edgar (US Regulatory)
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0001402785
2022-06-22
2022-06-22
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xbrli:shares
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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: June 22, 2022
(Date
of earliest event reported: June 22, 2022)
FluoroPharma
Medical, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
of incorporation) |
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333-151381
(Commission
File No.) |
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20-8325616
(IRS
Employer
Identification
No.) |
701
S CARSON ST, STE 200
Carson
City, NV, 89701
(Address
of principal executive offices, including zip code)
(424)
358-1046
(Registrant’s
telephone number, including area code)
(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 the registrant under
any of the following provisions:
o |
Written
communications pursuant to Rule 425 under the Securities Act |
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
This
Current Report on Form 8-K of FLUOROPHARMA MEDICAL, INC. (“FPMI” or the “Company”), and the documents incorporated
herein by reference, may contain forward-looking statements which are based on Management's current expectations, estimates and
projections subject to change. Words such as "anticipates," "expects," "intends," "plans," "targets,"
"projects," "believes," "seeks," "estimates" and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond the Company’s control and are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance
on these forward-looking statements. Unless legally required, the Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item
5.01 |
Changes
in Control of Registrant. |
On
May 16, 2022, Alpharidge Capital LLC, (“Alpharidge”) a California limited liability company, controlled by Frank I Igwealor
was appointed as custodian for the registrant by Order Granting Appointment of Custodian pursuant to NRS78.347 (Case No. A-22-850894-P)
issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Pursuant to its authority
as Custodian, Alpharidge appointed Mr. Ambrose O. Egbuonu as President, Secretary, Treasurer, and a member of the Board of the Company
by resolutions of the registrant’s Board of Directors on May 16, 2022. On May 16, 2022, in recognition of the $10,000 cash invested
to partly pay regulatory fees to reinstate the registrant in the State of Nevada and to have the registrant become current in its filings
under the SEC’s recently imposed requirements for public companies operating under SEC Rule 15c2-11, the Board issued one hundred
(100) share of Special 2022 Series A Preferred Stock, at par value of $0.001, in exchange for $10,000. The Special 2021 Series A Preferred
Stock has 60% voting rights over all classes of stock. Each one (1) of the Special 2022 Series A Preferred Stock is convertible into
200,000,000 shares of the Company’s common stock. The registrant has engaged the services of consultants, lawyers and accountants
to prepare the necessary filings with the SEC to have the registrant meet the reporting requirements of the SEC, including the filing
of annual financial reports. The shares of Series A Preferred Stock and the shares of Common Stock underlying the Preferred Stock were
not registered under the Securities Act of 1933, as amended (the “Act”), in reliance on an exemption from registration under
Section 4(2) of the Act, and Rule 506 promulgated thereunder, based on the limited number of purchasers, their sophistication in financial
matters and their access to information concerning the Company.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
May 16, 2022, in accordance with the court order, Alpharidge appointed Mr. Ambrose O. Egbuonu as President, Secretary, Treasurer, and
a member of the Board of the Company by resolutions of the registrant’s Board of Directors on May 16, 2022. The Board also appointed
Mr. Frank I Igwealor as Director, CFO and Controller of the Company.
A
shareholders’ rights activist, Frank Igwealor is CPA-JD-MBA-Attorney with vast experience and expertise in areas of (1) Capital
Management, Business-Management, Turnarounds/Rationalization, Risk-Management, Finance, Accounting, Cost/Organizational/Operational-efficiencies,
Tax-Planning, and Financial/Tax-Audits; (2) Business-law, Real Estate, Corporate Restructuring, and Mergers & Acquisitions; (3) Investment
Management, Fund Management, Fund Administration, and Regulatory Compliance; (4) Start-up, Entrepreneurship, Small-business Management,
and Micro-enterprise Lending; and (5) Social-impact Investments, Tax-credit Origination and Compliance, and Corporate governance. Frank
is a California licensed attorney who also holds various professional licenses and designations including as (a) California Certified
Public Accountant (CPA); (b) Certified Management Accountant (CMA); and (c) Certified Financial Manager (CFM). CA Licensed Real Estate
Broker (#01492269) and Loan Officer (NMLS #350878). Over the years, Frank has held various positions of responsibilities and excelled
at leading change, stabilizing chaotic situations, transforming non-performing businesses/assets, and propelling the organizations into
sustainable growth in assets and profitability.
Item
9.01 |
Financial
Statements and Exhibits. |
(d) Financial
Statements of Businesses Acquired.
99.1 Order Granting Appointment of Custodian pursuant to NRS78.347 (Case No. A-22-850894-P) issued by the District Court of the State of Nevada in and for Clark County.
SIGNATURE
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:
June 22, 2022
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FLUOROPHARMA MEDICAL, INC. |
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By: |
/s/ Ambrose O. Egbuonu |
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Ambrose O. Egbuonu |
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President, CEO and Director |
FluoroPharma Medical (CE) (USOTC:FPMI)
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FluoroPharma Medical (CE) (USOTC:FPMI)
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