Current Report Filing (8-k)
03 March 2017 - 8:43AM
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): February 24,
2017
FluoroPharma Medical, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
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333-151381
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20-8325616
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(Commission File
Number)
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(IRS Employer
Identification No.)
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8 Hillside Avenue, Suite 108
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 1.01.
Entry into a Material Definitive
Agreement.
Effective
as of February 24, 2017, Platinum Montaur, on behalf of itself and
each of its successors and assigns, waived its Preferred Ratchet
Rights and Warrant Ratchet Rights with respect to the Subsequent
Financing;
provided
,
however
, that such waiver shall
be automatically revoked and of no further force and effect if the
Subsequent Financing is not completed by August 10,
2017.
The
Preferred Ratchet Rights allowed Platinum Montaur, in its
reasonable discretion, to exchange the Preferred Shares then held
by it, valued at their stated value, together with accrued but
unpaid dividends, for securities issued or to be issued in the
Subsequent Financing, if the Company enters into any Subsequent
Financing on terms more favorable than the terms governing the sale
of the Preferred Stock.
The
Warrant Ratchet Rights allowed Platinum Montaur, during the term of
the Warrant, in the event the Company shall issue any Additional
Shares of Common Stock or Convertible Securities at a price per
share less than the Exercise Price then in effect or without
consideration, then the Exercise Price upon each such issuance
shall be adjusted to the price equal to the consideration per share
paid for such Additional Shares of Common Stock or Convertible
Securities.
A
Subsequent Financing is if the Company effectuates a Subsequent
Financing, on terms more favorable than the terms governing the
sale of the Preferred Stock under the Purchase Agreement, pursuant
to which it may issue Additional Shares of Common Stock or
Convertible Securities at a price per share less than the Exercise
Price in the Warrant .
Item
3.03.
Material
Modifications to Rights of Security Holders
The
disclosure set forth under Item 1.01 above is hereby incorporated
in its entirety under this Item 3.03.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective as of February 9, 2017, Mr. Lawrence Atinsky resigned as
a director. Mr. Atinsky was on the audit committee of the
Board
of
Directors and the compensation committee of the Board of Directors
at the time of his resignation.
Mr. Atinsky has been provided a copy
of this Current Report on Form 8-K as of the date of this Current
Report and has been provided the opportunity to furnish to the
Company as promptly as possible a letter addressed to the Company
stating whether he agrees with the statements made by the Company
in this Current Report, and if not, stating the respects in which
he does not agree. The Company will file any such letter, if
it is received from Mr. Atinsky, within two business days of
receipt.
Item 9.01
Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Waiver
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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.
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Dated: March 2,
2017
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FLUOROPHARMA
MEDICAL, INC.
By:
/s/ Thomas H.
Tulip
Name: Thomas H. Tulip
Title: CEO and President
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EXHIBIT INDEX
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Waiver
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