Attached files
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| EX-4.1 - FORM OF NOTE - FLUOROPHARMA MEDICAL, INC. | ex4-1.htm |
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): July 2, 2015
FluoroPharma Medical, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
| 333-151381 | 20-8325616 |
| (Commission File Number) | (IRS Employer Identification No.) |
8 Hillside Avenue, Suite 207
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 2.03. Creation of a Direct Financial Obligation.
On July 2, 2015, FluoroPharma Medical, Inc. (the “Company”) issued a promissory note in the principal amount of $195,000 (the “Note”). The Note matures on August 2, 2015 and bears interest at the rate of 16% per annum if the Note is repaid on or prior to the maturity date and 24% if the Note is not repaid by the maturity date. The Note contains the following event of default provisions:
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the failure to pay principal by the maturity date;
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the Company breaches any material covenant or other term or condition of this Note, except for a breach of payment, in any material respect and such breach, if subject to cure, continues for a period of twenty days after written notice to the Company from the investor;
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any dissolution, liquidation or winding up by the Company or a subsidiary of a substantial portion of their business;
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any cessation of operations by the Company or a subsidiary;
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any money judgment shall be entered or made in a non-appealable adjudication against the Company or any subsidiary or any of their properties or other assets for more than $250,000 in excess of the Company’s insurance coverage, unless stayed vacated or satisfied within 60 days; or
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the Company files any petition or action for relief under any bankruptcy or makes any assignment for the benefit of creditors or an involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect, and such petition is not dismissed or discharged within 60 days.
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The foregoing description of the Note is qualified in its entirety by reference to the complete text of the form of the form of Note filed as Exhibit 4.1 hereto.
Item 3.02. Unregistered Sales of Equity Securities.
As described more fully in Item 2.03 above, the Company issued the Note in a private placement. The issuance 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.
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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.
| Dated: July 9, 2015 | FLUOROPHARMA MEDICAL, INC. | |
| By: | /s/ Johan M. (Thijs) Spoor | |
| Name: Johan M. (Thijs) Spoor | ||
| Title: CEO and President | ||