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):
May 19, 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
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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 May 19, 2005, Phase III Medical, Inc., a Delaware corporation (the
"Company"), and Joseph D. Zuckerman, a Director of the Company, entered into a
subscription agreement pursuant to which the Company sold to Dr. Zuckerman
100,000 shares of unregistered common stock, par value $0.001 per share, of the
Company ("Common Stock") in exchange for $6,000.
On May 26, 2005, the Company and Wayne A. Marasco, a Director of the Company,
entered into a subscription agreement pursuant to which the Company sold to Dr.
Marasco 250,000 shares of unregistered Common Stock in exchange for $15,000.
SIGNATURE
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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: May 27, 2005
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