On November 19, 2012 (the "Closing Date"), FluoroPharma Medical, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors identified therein (collectively, the "Investors") for the issuance and sale in a private placement consisting of, in the aggregate, (a) 1,819,118 shares of common stock, par value $0.001 per share (the "Shares"), at a price per Share of $0.85, and (b) one-year non-cashless warrants to purchase up to 1,819,118 shares of common stock at an exercise price of $0.90 per share (the "Warrant Shares"), for aggregate gross proceeds of $1,546,250 (the "Private Placement"). Brookline Group, LLC acted as the Company's exclusive placement agent in connection with the Private Placement and received a cash fee of $123,700 and five-year warrants to purchase 181,912 shares of common stock at an exercise price of $0.85 per share.

In connection with the Private Placement, the Company also entered into a registration rights agreement (the "Registration Rights Agreement") with the Investors, in which the Company agreed to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") to register for resale the Shares and the Warrant Shares within 30 calendar days of the Closing Date, and to have the Registration Statement declared effective within 120 calendar days of the Closing Date or within 150 calendar days of the Closing Date in the event of a full review of the Registration Statement by the SEC.

The foregoing description of the Private Placement and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the (i) form of Securities Purchase Agreement filed as Exhibit 10.1 hereto; (ii) form of Warrant issued in the Private Placement filed as Exhibit 4.1 hereto, and (iii) form of Registration Rights Agreement filed as Exhibit 10.2 hereto.

As described more fully in Item 1.01 above, on the Closing Date, the Company consummated the Private Placement. The issuance of securities in the Private Placement was exempt from registration pursuant to Section 4(2) of, and Rule 506 under Regulation D promulgated under, the Securities Act of 1933, as amended.

On November 20, 2012, the Company issued a press release announcing the closing of the Private Placement. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

(d) Exhibits.

Exhibit No.                            Description

    4.1       Form of Warrant dated November 19, 2012.

   10.1       Form of Securities Purchase Agreement dated November 19, 2012.

   10.2       Form of Registration Rights Agreement dated November 19, 2012.

   99.1       Press Release dated November 20, 2012.