Washington, DC 20549




Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 7, 2012



ProUroCare Medical Inc.

(Exact Name of Registrant as Specified in its Charter)



Nevada 000-51774 20-1212923
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6440 Flying Cloud Dr., Suite 101, Eden Prairie, Minnesota  55416
(Address of Principal Executive Offices)  (Zip Code)
(952) 476-9093
(Registrant’s Telephone Number, Including Area Code)


Not Applicable

(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 the 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 under the Exchange Act (17 CFR 240.14a-12)
¨ 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 3.02 Unregistered Sales of Equity Securities


On May 7, 2012, ProUroCare Medical Inc. (the “Company”) sold 292,000 shares of its common stock to a four accredited investors at $1.00 per share in a private offering. Between April 12, 2012 and May 7, 2012, the Company sold a total of 432,000 shares in this private offering, which is now closed. Pursuant to the terms of the private offering, the investors also received the right to purchase up to an aggregate of 432,000 additional shares at $1.00 per share through June 29, 2012.


The sale of the securities described above was made in compliance with the requirements of Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and the exemption from registration provided under Section 4(2) of the Securities Act. In qualifying for such exemption, the Company relied upon representations from the investor regarding their status as an “accredited investor” under Regulation D and the limited manner of the offering.







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.



              ProUroCare Medical Inc.
Date: May 9, 2012 By:  /s/   Richard C. Carlson
            Richard C. Carlson
        Chief Executive Officer