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): October 31,
2016
FluoroPharma Medical,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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333-151381
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20-8325616
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(Commission File
Number)
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(IRS Employer
Identification No.)
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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
October 31, 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 $100,000 in connection with this additional
closing.
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
November 1, 2016 the Company received an upfront milestone payment
totaling $225,000 pursuant to two exclusive license agreements (the
“Licenses”) with Sinotau USA, Inc., a wholly-owned
subsidiary of Hainan Sinotau Pharmaceutical Co., Ltd.
(“Sinotau”), a pharmaceutical organization, entered
into on June 3, 2016. Sinotau is responsible for developing and
commercializing the Company’s proprietary cardiac PET imaging
assets, CardioPET and BFPET, in China and
Canada.
For a
more complete description of the terms of the Licenses, please see
the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 9, 2016.
On
November 2, 2016 the Company repaid a promissory note and
accumulated interest in the aggregate amount of
$100,472.
On July
22, 2014, FluoroPharma Medical, Inc. (the “Company”)
commenced subscriptions pursuant to a Note Purchase Agreement (the
“2014 Purchase Agreement”) entered into with certain
accredited investors identified therein for the issuance and sale
in a private placement (the “2014 Private Placement”)
of an aggregate principal amount of approximately $2,000,000
represented by one-year promissory notes (the “2014
Notes”). In May 2015, the 2014 Notes were amended to (i)
extend the maturity date an additional six months, and (ii) change
the automatic conversion feature to provide for an increase in the
principal amount of the 2014 Notes to be converted from 115% to
125%. In January 2016, the 2014 Notes were amended further to (i)
extend the maturity date an additional six months, and (ii) adjust
the interest rate of the 2014 Notes up to 12%, applied
retroactively from the initial issuance date of the 2014 Notes. On
July 22, 2016, the Company entered into a further amendment to the
2014 Notes to extend the maturity date of the Notes for an
additional ninety days. On November 2, 2016, the Company obtained
majority approval to further amend the 2014 Notes to extend the
maturity date of the Notes for additional ninety days, with an
effective date of October 22, 2016.
The
foregoing description of the 2014 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
Purchase Agreement dated July 22, 2014 filed as Exhibit 10.1
hereto; (ii) Form of 2014 Note dated July 22, 2014 issued in the
Private Placement filed as Exhibit 4.1 hereto, and (iii) Form of
Amendment No. 3 to the 2014 Notes dated July 22, 2016 filed as
Exhibit 4.2 hereto. For a more complete description of the initial
terms of the 2014 Private Placement, please see the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 25, 2014.
Item 2.03. Creation of a Direct Financial
Obligation.
The
disclosure set forth under Item 1.01 above is hereby incorporated
in its entirety under this Item 2.03.
Item 3.02. Unregistered Sales of Equity
Securities.
As
described more fully in Item 1.01 above, the Company consummated
the 2016 Private Placement and the 2014 Private
Placement. The issuance of securities in each 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.
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Exhibit
No.
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Description
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4.1*
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Form of
Note (2016).
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4.2**
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Form of
Note (2014).
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10.1*
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Form of
Note Purchase Agreement (2016).
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10.2**
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Form of
Note Purchase Agreement (2014).
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10.3***
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License
Agreement dated as of June 3, 2016 between the Company and Sinotau
USA, Inc. (CardioPET license)
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10.4***
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License
Agreement dated as of June 3, 2016 between the Company and Sinotau
USA, Inc. (BFPET License)
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*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 July
25, 2014.
***
Incorporated by reference to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on June
9, 2016.
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.
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Dated: November 4,
2016
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FLUOROPHARMA
MEDICAL, INC.
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By: /s/ Thomas H.
Tulip
Name: Thomas H. Tulip
Title: CEO and President
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EXHIBIT INDEX
(d)
Exhibits.
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Exhibit
No.
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Description
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4.1*
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Form of
Note (2016).
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4.2**
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Form of
Note (2014).
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10.1*
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Form of
Note Purchase Agreement (2016).
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10.2**
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Form of
Note Purchase Agreement (2014).
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10.3***
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License
Agreement dated as of June 3, 2016 between the Company and Sinotau
USA, Inc. (CardioPET license)
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10.4***
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License
Agreement dated as of June 3, 2016 between the Company and Sinotau
USA, Inc. (BFPET License)
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*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 July
25, 2014.
***
Incorporated by reference to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on June
9, 2016.