Summary of ESCALON MEDICAL CORP

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secu

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the private placement disclosed in Section 3.02 of this Form 8-K report, which disclosure is incorporated by reference into this item, the Company entered into a Securites Purcahse Agreement, a Registration Rights Agreement and Warrants to purchase common stock of the Company with the investors. The Registration Rights Agreement requires the Company to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of all of the shares sold in the private placement and the shares issuable upon exercise of the warrants (the "registrable securities") for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of the Registration Rights Agreement, the Company is required to use best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use best efforts to keep the registration statement continuously effective under the Securities Act until the earlier of the date when all registrable securities covered by the registration statement have been sold or the date after while the shares may be sold pursuant to an exemption from registration under the Securities Act.

Item 3.02 Unregistered Sales of Equity Securities.

On November 20, 2008, the Company completed a $1,100,000 private placement of common stock and common stock purchase warrants to accredited investors. The Company sold 1,000,000 shares of common stock at $1.10 per share. The investors also received warrants to purchase an additional 150,000 shares of common stock at an exercise price of $1.21 per share. The warrants have a term of five years, but cannot be exercised for 181 days after issuance. The net proceeds to the Company from the offering of the 1,000,000 shares of common stock, after fees and expenses, will be approximately $1,029,000.