-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/H8S56ruo1kxRH8HBgVeWeRDJryL0MtNjnRFeUPgjFBVbIMiVUB0QQ1ziYwrbjI tt11u5Md4W37SqNqtpVsvA== 0000950134-05-007128.txt : 20050408 0000950134-05-007128.hdr.sgml : 20050408 20050408142756 ACCESSION NUMBER: 0000950134-05-007128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050331 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYPERTENSION DIAGNOSTICS INC /MN CENTRAL INDEX KEY: 0001058828 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411618036 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24635 FILM NUMBER: 05741185 BUSINESS ADDRESS: STREET 1: 2915 WATERS ROAD SUITE 108 CITY: EAGAN STATE: MN ZIP: 55121-1562 BUSINESS PHONE: 6126879999 8-K 1 c94099e8vk.htm FORM 8-K e8vk
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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): March 31, 2005

HYPERTENSION DIAGNOSTICS, INC

(Exact name of Registrant as specified in its charter)
         
 
Minnesota   0-24635   41-1618036
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)
 
2915 Waters Road, Suite 108
    
Eagan, Minnesota
   55121
 
   
(Address of principal
   (Zip Code)
executive offices)
  

Registrant’s telephone number, including area code: 651-687-9999

(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:

     
o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 3.02 Unregistered Sales of Equity Securities.
SIGNATURE

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Items 1.01 through 3.01 and 3.03 through 9.01 are not applicable and therefore omitted.

Item 3.02 Unregistered Sales of Equity Securities.

     Hypertension Diagnostics, Inc. (“HDI” or “we”) disclosed in prior filings that on August 28, 2003 (the “August Placement”) and on February 9, 2004 (the “February Placement”), we completed private placements of common stock (“Common Stock”), Series A Convertible Preferred Stock (“Series A Preferred Stock”) and warrants which entitle the holders thereof to acquire shares of our Common Stock and Series A Preferred Stock.

     We also disclosed in prior filings that we extended the exercise dates and reduced the exercise prices of certain warrants in consideration for the exercise of a minimum amount of warrants and the execution of a Lock-Up agreement, among other things.

     During March 2005, certain warrant holders from our August and February Placements elected to exercise their warrants to receive the benefits of the extended exercise period and the warrant exercise prices for our Common Stock and Series A Preferred Stock. In connection with such exercise, we issued 2,421,334 shares of our Common Stock at an exercise price of $0.17 per share and 152,255 shares of Series A Preferred Stock at an exercise price of $2.04 per share to holders of Common Stock and Series A Preferred Stock warrants, for an aggregate consideration of $722,227. In connection with such issuance, no underwriters were utilized and no commissions were paid. HDI relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for such issuances.

     Jay N. Cohn, M.D., Larry Leitner, Mark N. Schwartz and Alan Stern, who constitute four (4) of our seven (7) members of our board of directors, were among those who elected to exercise their warrants. Their purchases accounted for $207,758 of our gross proceeds.

     The Common Stock and Series A Preferred Stock issued pursuant to these warrant exercises are subject to certain one-time registration rights.

     Gross proceeds from the warrant exercises will be used primarily for working capital purposes and to expand HDI’s sales and marketing efforts of its Cardiovascular Profiling Systems, HDI’s medical device that helps doctors save lives through early detection of cardiovascular disease. The CVProfilor measures the elasticity of small and large arteries, a key indicator of cardiovascular health. It provides valuable clinical information to enable physicians to provide individualized therapy to arrest the progression of cardiovascular disease. It is FDA approved and in use by physicians around the United States.

 

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SIGNATURE

     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 hereunto duly authorized.
         
  HYPERTENSION DIAGNOSTICS, INC.
 		  
  By /s/ Mark N. Schwartz    
  Its Chairman of the Board and Chief   
  Executive Officer   
 

Dated: April 8, 2005

 

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