SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
November 28, 2005
PHASE III MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-10909 22-2343568
Commission File Number IRS Employer
Identification No.
330 SOUTH SERVICE ROAD, SUITE 120, MELVILLE, NEW YORK 11747
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(Address of principal executive offices) (Zip Code)
631-574-4955
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Registrant's Telephone Number
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below): N/A
Item 3.02. Unregistered Sale of Equity Securities.
On November 28, 2005, the Company entered into a subscription agreement pursuant
to which the Company sold to an investor 6,250,000 shares of unregistered Common
Stock in exchange for $500,000.
Effective as of November 30, 2005, the Company effected the exchange (the
"Exchange") of an aggregate of $300,000 in outstanding indebtedness of the
Company represented by certain promissory notes (the "Notes") for an aggregate
of 5,100,000 shares of restricted Common Stock of the Company. The rate at which
the Notes were exchanged for shares of Common Stock was 17,000 shares of Common
Stock for every $1,000 of indebtedness represented by the Notes. Of the Notes,
an aggregate of $160,000 was held by certain officers and directors of the
Company and exchanged into 2,720,000 shares of Common Stock.
The offer and sale by the Company of the securities described in paragraph one
above were made in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
for transactions by an issuer not involving a public offering and the offer and
sale by the Company of the securities described in paragraph two above were made
in reliance upon the exemption from registration provided by Section 3(a)(9) of
the Securities Act for exchange offers. The offer and sale of such securities
were made without general solicitation or advertising and no commissions were
paid.
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.
PHASE III MEDICAL, INC.
By: /s/ Mark Weinreb
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Mark Weinreb
President and CEO
Dated: December 2, 2005
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