0001179110-13-013623.txt : 20130829 0001179110-13-013623.hdr.sgml : 20130829 20130829110554 ACCESSION NUMBER: 0001179110-13-013623 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130827 FILED AS OF DATE: 20130829 DATE AS OF CHANGE: 20130829 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ProUroCare Medical Inc. CENTRAL INDEX KEY: 0001222244 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 201212923 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6440 FLYING CLOUD DRIVE STREET 2: SUITE 101 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952-698-1161 MAIL ADDRESS: STREET 1: 6440 FLYING CLOUD DRIVE STREET 2: SUITE 101 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: ProUroCare DATE OF NAME CHANGE: 20041004 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL INTERNET COMMUNICATIONS INC DATE OF NAME CHANGE: 20030310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS JAMES L CENTRAL INDEX KEY: 0000901152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51774 FILM NUMBER: 131067779 4 1 edgar.xml FORM 4 - X0306 4 2013-08-27 0 0001222244 ProUroCare Medical Inc. PUMD 0000901152 DAVIS JAMES L 6446 FLYING CLOUD DR EDEN PRAIRIE MN 55344 1 0 1 0 Common Stock, $0.00001 par value 57482 I Held by "Davis & Associates Inc." Common Stock, $0.00001 par value 169964 I Held by "Davis & Associate 401K PSP" Common Stock, $0.00001 par value 2013-08-27 4 P 0 3500 0.35 A 2690864 D Warrants 2.00 2013-10-31 Common Stock, $0.00001 par value 16667 16667 D Warrants 1.50 2013-09-25 Common stock, $0.00001 par value 100000 100000 D Warrants 1.30 2014-01-07 Common Stock, $0.00001 par value 195000 195000 D Options 2.41 2017-03-01 Common stock, $0.00001 par value 10374 10374 D Warrant 1.30 2013-07-12 Common stock, $0.00001 par value 100000 100000 D Warrant 1.30 2013-07-12 Common stock, $0.00001 par value 20000 20000 I Held by "Davis & Associates Inc. 401(k) PSP" Warrant 1.30 2013-07-12 Common stock, $0.00001 par value 20000 20000 I Held by "Davis & Associates Inc." Warrants 1.30 2013-08-02 Common stock, $0.0001 par value 286923 286923 D Warrants 1.30 2014-01-07 Common stock, $0.00001 par value 54964 54964 I Held by "Davis & Associates Inc. 401K PSP" Warrants 1.30 2013-08-02 Common stock, $0.0001 par value 20000 20000 I Held by Davis & Associates, Inc. 401(k) PSP Warrants 1.30 2014-01-07 Common stock, $0.00001 par value 17482 17482 I Held by "Davis & Associates Inc." Warrants 1.30 2013-08-02 Common stock, $0.0001 par value 20000 20000 I Held by Davis & Associates, Inc. Options 1.72 2017-08-10 Common stock, $0.00001 par value 14535 14535 D Warrants 1.30 2014-01-07 Common stock, $0.00001 par value 50000 50000 D Stock options 0.87 2018-08-09 Common stock, $0.00001 par value 28736 28736 D Convertible Note 1.30 2013-09-20 Common stock, $0.00001 par value 150000 D Warrant 1.30 2014-01-07 Common stock, $0.00001 par value 62923 62923 D Convertible Note 1.30 2014-03-31 Common stock, $0.00001 par value 100000 D Stock Options 0.60 2019-08-09 Common stock, $0.00001 par value 25000 25000 D Warrant 0.50 2018-04-27 Common Stock, $0.00001 par value 340998 56833 D Warrant 0.50 2013-04-27 Common stock, $0.00001 par value 291670 632668 D Warrant 0.50 2018-04-27 Common stock, $0.00001 par value 295313 295313 D Currently exercisable Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power. The Reporting Person holds $150,000, of 10% convertible secured subordinated promissory notes from the Issuer. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The Issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). Annual option award pursuant to the Issuer's compensation policy for Directors upon their re-election to the Board of Directors. The seven-year options vest ratably over the 12 month period from Sepetember 2013 to August 2014. The Reporting Person holds $100,000, of 10% convertible secured subordinated promissory notes from the Issuer. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The Issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). The issuer issued the warrants to the Reporting Person as consideration for a $450,000 loan guarantee for the period from April 1, 2013 to February 15, 2014. The warrants will vest as to 28,125 shares on the first of each month from April 2013 to January, 2014, and as to 14,063 share on February 1, 2014, subject to adjustment if the amount of the loan guaranteed should change. The issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). EXHIBIT 24: Power of Attorney /s/ Alan Shuler, Attorney in Fact for James L. Davis 2013-08-29 EX-24.1 2 davispoatxtprourocare.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that I hereby constitute and appoint each of Alan Shuler and XXXXXXX my true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution for me and in my name, place and stead, to: 1. execute for me and on my behalf, in my capacity as an officer and/or director of ProUroCare Medical Inc., Forms 3, 4 or 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; 2. do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that such attorney- in-fact,or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is ProUroCare Medical Inc. assuming, any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities of ProUroCare Medical Inc., unless earlier revoked by me in a signed writing delivered to the attorneys-in-fact named above. IN WITNESS WHEREOF, I have signed this Power of Attorney on February 6, 2013. /s/ James L. Davis Name: James L. Davis