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
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Date of Report (Date of earliest event reported)
July 30, 2008
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ProUroCare Medical Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-103781
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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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5500 Wayzata Blvd.,
Suite 310, Golden Valley, MN
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55416
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
952-476-9093
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N/A
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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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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item
1.01 Entry into Material Definitive
Agreements
Issuance of Notes and
Warrants
See “Private Placement of Notes and Warrants” 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 and
Warrants” in Item 3.02 below.
Item 3.02
Unregistered Sales of Equity Securities
Private Placements of
Notes and Warrants
On July 15 and July 30, 2008,
the Company closed on the sale of $25,000 and $150,000, respectively, of units
consisting of unsecured, subordinated, convertible promissory notes (the “Notes”)
and common stock purchase warrants (the “Warrants”) in a private
placement. Aggregate net cash proceeds
to the Company were approximately $122,000, after deducting an estimated
$53,000 of expenses related to the offering and the two closings (including
$22,750 of commissions and fees paid to the placement agent). The net proceeds will be used to pay certain
existing obligations and for general corporate purposes.
On July 15 and July 30, 2008,
the Company issued $23,750 and $142,500, respectively, in principal amount of
Notes, and Warrants to purchase 5,000 and 30,000 shares of common stock,
respectively. The Notes bear interest at
10 percent per year, mature on July 15, 2009, and will convert into the
type of equity securities offered by the Company in any underwritten public
offering prior to maturity at 70 percent of the public offering price. In the event a public offering is not
completed before the maturity date, the entire principal and unpaid accrued
interest will convert into the Company’s common stock at $0.05 per share. The Company may, at its option, prepay the
Notes anytime on or after July 15, 2010.
The Warrants will become exercisable upon the earlier of the closing of
a public offering or the maturity date of the Notes, and will remain
exercisable until December 31, 2012.
The exercise price will be 50 percent of the public offering price, or
in the event a public offering is not completed before the maturity date, at 50
percent of the closing price of the Company’s common stock on the maturity
date.
In combination with its earlier private
placement closings since December 2007, the Company has sold a total of
$1,850,000 of investment units, and has converted an additional $150,000 of
debt into investment units.
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.
Item
7.01. Regulation FD Disclosure.
On August 5,
2008, the Company issued a press release announcing the Private Placement of
Notes and Warrants. The press release is
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
Press release of ProUroCare Medical Inc.
dated August 5, 2008.
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