Current Report Filing (8-k)
December 29 2016 - 4:35PM
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): December 22,
2016
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 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
2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
December 22, 2016, FluoroPharma Medical, Inc. (the
“Company”) borrowed $50,000 in the form of a promissory
note (the “Note”). The Note matures on January 31, 2017
and bears interest at the rate of 10% per annum if the Note is
repaid on or prior to the maturity date and 15% if the Note is not
repaid by the maturity date.
The Note
contains the following event of default
provisions:
●
The
Company fails to pay any
installment of principal under the Note within ten (10) days after
such amounts are due;
●
The Company
breaches any material covenant or other term or condition of the
Note, except for a breach of payment, in any material respect and
such breach, if subject to cure, continues for a period of twenty
(20) days after written notice to the Company from the
Lender;
●
Any dissolution,
liquidation or winding up by the Company or a Subsidiary of a
substantial portion of their business;
●
Any cessation of
operations by the Company or a Subsidiary;
●
Any money judgment,
writ or similar final process shall be entered or made in a
non-appealable adjudication against the Company or any Subsidiary
or any of its property or other assets for more than $250,000 in
excess of the Company’s insurance coverage, unless stayed
vacated or satisfied within 60 days;
●
The Company files
any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for
the relief of, or relating to, debtors, now or hereafter in effect,
or makes any assignment for the benefit of creditors or takes any
corporate action in furtherance of any of the foregoing;
and
●
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, or a custodian, receiver, trustee,
assignee for the benefit of creditors (or other similar official)
is appointed to take possession, custody or control of any property
of the Company.
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of January 1, 2017, Dr. Peter Conti and Johan (Thijs) Spoor
agreed to resign as directors. The resignations of Dr. Conti and
Mr. Spoor are not due to any disagreements on any matter relating
to the Company’s operations, policies and
practices.
Item 9.01
Financial Statement and
Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
|
|
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|
|
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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.
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Dated: December 29,
2016
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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
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Exhibit
No.
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Description
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|
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|
|
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4.1
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Form of
Note.
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