- Current report filing (8-K)
March 31 2010 - 8:52AM
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)
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March
15, 2010
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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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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., STE 101, Eden Prairie, 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
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item 1.01
Entry into
Material Definitive Agreements
On March
26, 2010, the maturity dates of our $1.3 million of Crown Bank promissory notes
were extended to April 28, 2010 with no changes to other existing note
terms.
A copy of the amended promissory note will be
filed as an exhibit to the Company’s Annual Report on Form
10-K.
Item
2.03 Creation of a Direct financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of the Company
See Item
1.01 above.
Item
3.02 Unregistered Sales of Equity Securities
On March
15, 2010, ProUroCare Medical Inc. (“we,” “our”) issued 769,231 shares of common
stock to Artann pursuant to an existing development and commercialization
agreement. The $1,565,230 value of the shares was recorded as
research and development expense during the year ended December 31,
2009. Issuances of the securities were made in reliance upon
the exemption from registration provided under Section 4(2) of the Securities
Act of 1933 based on the limited number of persons receiving shares, and the
limited manner of the offering.
On March
26, 2010, we converted our $600,000 loan from the Phillips W. Smith Family Trust
(the “Smith Trust”) and $97,546 of accrued interest thereon into 381,173 shares
of our common stock and 381,173 warrants to acquire our common
stock. The immediately exercisable warrants had a three-year term, an
exercise price of $1.83 per share and a cashless exercise
provision. The Smith Trust immediately elected to exercise the
warrants, and we issued 102,154 shares of stock to the Smith Trust pursuant to
the cashless exercise. Upon the termination of the loan upon
conversion to equity, we issued to the Smith Trust 66,666 shares of common stock
as consideration pursuant to the original terms of the
loan. Issuances of the securities were made in reliance upon the
exemption from registration provided under Section 4(2) of the Securities Act of
1933 based on the fact that only one entity is receiving shares, the financial
sophistication of the trustee and the limited manner of the
offering. On March 30, 2010 we issued a press release concerning the
debt conversion
Item 8.01 Other
Events
On March
31, 2010, we issued a press release announcing the conversion of the Smith Trust
debt (see Item 3.02). 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
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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By:
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/s/
Richard
C. Carlson
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Richard
C. Carlson
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Chief Executive
Officer
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