Attached files
| file | filename |
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| EX-4.1 - ProUroCare Medical Inc. | v189007_ex4-1.htm |
| EX-10.1 - ProUroCare Medical Inc. | v189007_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
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, 2010
ProUroCare
Medical Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-51774
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20-1212923
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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6440 Flying Cloud Dr.,
Suite 101, Eden Prairie,
Minnesota 55416
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(Address
of Principal Executive Offices) (Zip Code)
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(952)
476-9093
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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:
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Explanatory
Note
The
purpose of this amendment on Form 8-K/A is to file as exhibits the Form of
Warrants and Form of Promissory Notes issued pursuant to the private placement
described in the Company’s Form 8-K filed on June 17, 2010 and incorporate such
exhibits by reference.
Item 1.01 Entry
into Material Definitive Agreements
Issuance
of Notes and Warrants
See
“Private Placement of Notes” in Item 3.02 below.
Item 2.03 Creation of a
Direct financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of the Company
See
“Private Placement of Notes” in Item 3.02 below.
Item 3.02 Unregistered Sales
of Equity Securities
Private
Placements of Notes
On June
11, 2010 ProUroCare Medical Inc. (“the Company”) closed on the sale of $885,000
of unsecured promissory notes (the “Notes”) in a private
placement. Net cash proceeds to the Company were $880,000, after
deducting approximately $5,000 expenses of the offering. The Company expects to use the proceeds
received from the notes to fund manufacturing and market scale-up
activities, expansion of
intellectual property rights, formation of a scientific advisory panel, required
debt payments and other general corporate purposes. The Company was
advised on the transaction by Lane Capital Markets.
During
the first 30 days of the Note term, each Note will bear interest payable in
warrants to purchase shares of the Company’s common stock (the
“Warrants”). For every $13,000 original principal amount of Notes,
Warrant interest will accrue at a rate of 333.333 shares of common stock per
day, up to a maximum of 10,000 Warrants per $13,000 of original principal amount
of Notes. Warrants earned will be prorated based on the principal
amount of the Note for amounts that are not a multiple of
$13,000. The Warrants have an exercise price of $1.30 per share, a
three-year term and are immediately exercisable. The Company may
elect to redeem the Warrants at any time after the last sales price of the
Company’s common stock equals or exceeds $4.00 for 10 consecutive trading days.
The Company must provide 30 days prior written notice of its decision to redeem
the Warrants, at $0.01 per Warrant, during which time holders may choose to
exercise the Warrants according to their terms rather than submitting them for
redemption.
Following
the initial 30 days of the Note term, each Note will bear interest at a 6%
annual rate, payable in cash at maturity.
The Notes
will mature on December 1, 2010. The Company may prepay, in whole or
in part, the unpaid principal of the Notes at any time prior to the maturity
date.
Sales of
the securities described above were made in compliance with the requirements of
Rule 506 of Regulation D under the Securities Act of 1933 and the exemption from
registration provide thereby under Section 4(2) of the Securities Act of
1933. In qualifying for such exemption the Company relied upon
representations from the investors regarding their status as “accredited
investors” under Regulation D, and the limited manner of the offering as
conducted by the placement agent and the Company.
The foregoing summary is qualified it its entirety by reference to
the Form of Note and Form of Warrant, copies of which are attached hereto as
Exhibit 10.1 and 4.1, respectively, and incorporated herein by reference.
Item 8.01 Other
Events
On June
17, 2010, ProUroCare Medical Inc. issued a press release announcing the closing
of the private placement of notes. The full text of the press release
is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in
this Current Report on Form 8-K as if fully set forth herein.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
statements: None
(b) Pro
forma financial information: None
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(c)
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Shell
Company
Transactions: None
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(d) Exhibits:
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4.1
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Form
of Warrant to be issued pursuant to the Company’s private placement of
promissory notes that closed on June 11, 2010 (filed
herewith).
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10.1
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Form
of Promissory Note issued pursuant to the Company’s private placement of
promissory notes on June 11, 2010 (filed
herewith).
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99.1
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Press
release dated June 17, 2010 (incorporated by reference to Exhibit 99.1 of
Form 8-K filed on June 17, 2010).
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PROUROCARE MEDICAL
INC.
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June
24, 2010
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By:
/s/ Richard C.
Carlson
Richard
C. Carlson
Chief
Executive Officer
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