Item 1.01. Entry into a Material Definitive
Agreement.
On
October 31, 2016, FluoroPharma Medical, Inc. (the
“Company”) consummated an additional closing pursuant
to the Note Purchase Agreement dated as of March 23, 2016 (the
Purchase Agreement”), entered into with certain accredited
investors identified therein for the issuance and sale in a private
placement (the “2016 Private Placement”) of convertible
promissory notes (the “Notes”), convertible into shares
of common stock. The Company issued a Note in the principal amount
of $100,000 in connection with this additional
closing.
For a
more complete description of the terms of the 2016 Private
Placement, please see the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on March 23,
2016.
On
November 1, 2016 the Company received an upfront milestone payment
totaling $225,000 pursuant to two exclusive license agreements (the
“Licenses”) with Sinotau USA, Inc., a wholly-owned
subsidiary of Hainan Sinotau Pharmaceutical Co., Ltd.
(“Sinotau”), a pharmaceutical organization, entered
into on June 3, 2016. Sinotau is responsible for developing and
commercializing the Company’s proprietary cardiac PET imaging
assets, CardioPET and BFPET, in China and
Canada.
For a
more complete description of the terms of the Licenses, please see
the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 9, 2016.
On
November 2, 2016 the Company repaid a promissory note and
accumulated interest in the aggregate amount of
$100,472.
On July
22, 2014, FluoroPharma Medical, Inc. (the “Company”)
commenced subscriptions pursuant to a Note Purchase Agreement (the
“2014 Purchase Agreement”) entered into with certain
accredited investors identified therein for the issuance and sale
in a private placement (the “2014 Private Placement”)
of an aggregate principal amount of approximately $2,000,000
represented by one-year promissory notes (the “2014
Notes”). In May 2015, the 2014 Notes were amended to (i)
extend the maturity date an additional six months, and (ii) change
the automatic conversion feature to provide for an increase in the
principal amount of the 2014 Notes to be converted from 115% to
125%. In January 2016, the 2014 Notes were amended further to (i)
extend the maturity date an additional six months, and (ii) adjust
the interest rate of the 2014 Notes up to 12%, applied
retroactively from the initial issuance date of the 2014 Notes. On
July 22, 2016, the Company entered into a further amendment to the
2014 Notes to extend the maturity date of the Notes for an
additional ninety days. On November 2, 2016, the Company obtained
majority approval to further amend the 2014 Notes to extend the
maturity date of the Notes for additional ninety days, with an
effective date of October 22, 2016.
The
foregoing description of the 2014 Private Placement and related
transactions does not purport to be complete and is qualified in
its entirety by reference to the complete text of the (i) Form of
Purchase Agreement dated July 22, 2014 filed as Exhibit 10.1
hereto; (ii) Form of 2014 Note dated July 22, 2014 issued in the
Private Placement filed as Exhibit 4.1 hereto, and (iii) Form of
Amendment No. 3 to the 2014 Notes dated July 22, 2016 filed as
Exhibit 4.2 hereto. For a more complete description of the initial
terms of the 2014 Private Placement, please see the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 25, 2014.