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): July 25, 2008
ProUroCare
Medical Inc.
(Exact
Name of Registrant as Specified in its Charter)
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 report under Item 3.02 the
obligations of ProUroCare Medical Inc. (the “Company”, “we” or “us”) to issue
unregistered shares of our common stock to Artann Laboratories Inc.
of West Trenton, New Jersey (“Artann”) pursuant to the Development and
Commercialization Agreement (the “Development and Commercialization Agreement”)
described in the Company’s Form 8-K filed on July 31, 2008. This
amendment describes the obligations of the Company to issue unregistered shares
of its common stock to Artann under the Development and Commercialization
Agreement as such obligations existed on July 31, 2008, the date of the original
Form 8‑K filing. The amendment does not reflect any changes to Company's
obligations arising from amendments to the Development and Commercialization
Agreement or other events subsequent to July 31, 2008.
The Company’s Current Report
on Form 8-K is hereby amended to include the following:
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Development and Commercialization Agreement, as partial consideration for
the services provided by Artann under the Development and Commercialization
Agreement, we have agreed to issue shares of our common stock to Artann having a
value of $1,000,000 upon completion of a clinical study and submission of an FDA
regulatory approval application for the Company’s prostate mechanical imaging
system.
In
addition, as partial consideration for the services provided by Artann
under the Development and Commercialization Agreement, as a success
bonus, we have agreed to issue to Artann shares of our common stock having
a value of up to $1,000,000 upon FDA clearance of the Company’s prostate
mechanical imaging system, if FDA approval for commercial sale of the system is
obtained within fifteen (15) months of the effective date of the
agreement.
The exact
number of our shares of common stock to be issued in each case shall equal the
dollar amount earned divided by the volume-weighted average price of our common
stock shares for the forty five (45) days prior to the date the stock is
earned. In the case of the success bonus, such equity shall be
reduced by ten (10) percent per month for each full month that such FDA approval
is delayed beyond such fifteen (15) month period.
The
issuances of our common stock described above have been or will be made in
reliance upon the exemption from registration provided under Section 4(2) of the
Securities Act of 1933.
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.
PROUROCARE MEDICAL
INC.
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September
2, 2010
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By:
/s/ Richard C.
Carlson
Richard
C. Carlson
Chief
Executive Officer
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