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