8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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): July 13, 2012

Wound Management Technologies, Inc.

(Exact name of registrant as specified in its charter)

Texas	0-11808	59-2219994
(State or other jurisdiction	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

777 Main Street, Suite 3100, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code      817-820-7080

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

In connection with a settlement agreement entered into with Juventas, LLC, a Texas limited liability company (“Juventas”), Wound Management Technologies, Inc., a Texas corporation (the “Company”), Wound Care Innovations, L.L.C., a Nevada limited liability company and wholly owned subsidiary of the Company (“WCI”), and certain of their affiliates (such affiliates, together with the Company and WCI, collectively, the “Company Parties”), issued to Juventas a Secured Promissory Note, dated as of March 20, 2012, in the principal amount of $930,000 (the “2012 Note”). The Company Parties also entered into a security agreement (the “Security Agreement”) with Juventas pursuant to which the 2012 Note was secured by all inventory of the Company Parties (together with any proceeds of such inventory) and all other assets of the Company Parties (collectively, the “Collateral”).

As previously disclosed in our Current Report on Form 8-K filed June 28, 2012, on June 26, 2012, the Company, along with the other Company Parties, received notice from Juventas that—pursuant to Juventas’s rights under the Security Agreement and as the result of the Company Parties’ default under the 2012 Note for a failure to make payments due thereunder as of May 21, 2012—Juventas would be exercising its right to (i) take immediate and exclusive possession of the Collateral and (ii) sell, lease, or license the Collateral in order to satisfy unpaid obligations under the 2012 Note.

On July 13, 2012, Juventas and the Company Parties entered into a forbearance agreement (the “Forbearance Agreement”) pursuant to which Juventas agreed to suspend efforts to execute on the Collateral while the Company completes a debt offering (described in more detail under Item 3.02 below), the proceeds of which are being used to repay amounts owed under the 2012 Note. The Forbearance Agreement provides for a forbearance period terminating upon the earlier of September 13, 2012, or the occurrence of one or more default events. On July 13, 2012, the Company delivered an initial payment of $465,000 to Juventas; under the terms of the Forbearance Agreement, if the Company can deliver a second payment of $465,000 to Juventas on or before August 13, 2012, all interest or other amounts (including collection costs) remaining unpaid under the 2012 Note will be forgiven by Juventas.

Item 3.02 Unregistered Sales of Equity Securities

As referenced in Item 1.01 above, the Company has initiated an offering of subordinated notes (the “Bridge Notes”) coupled with warrants for the purchase of the Company’s common stock (the “Warrants”). The Bridge Notes, which mature on October 12, 2012 (the “Maturity Date”), provide for an interest rate of 5% until the Maturity Date, with a rate of 18% on amounts remaining outstanding following the Maturity Date. Additionally, holders of Bridge Notes will have a pro rata right to certain revenue streams in the event, and to the extent, that amounts remain outstanding under the Bridge Notes after the Maturity Date. Investors in the Bridge Notes will also receive Warrants for the purchase, at a price of $0.15 per share, of one share of the Company’s common stock for every dollar in principal amount under such investor’s Bridge Note.

As of July 13, 2012, the Company had issued Bridge Notes in the aggregate principal amount of $610,000 (together with accompanying Warrants), $465,000 of which has been used to pay amounts owed to Juventas under the 2012 Note.

The Company has received a commitment letter for an additional subscription of between $300,000 and $400,000 in principal amount of Bridge Notes, subject to (i) Juventas’s continued forbearance, (ii) the Company’s continued solvency, and (iii) the receipt of a total of $700,000 in subscriptions from other parties.

Item 9.01.  Financial Statements and Exhibits

(d)	Exhibits
	10.1	Forbearance Agreement dated July 13, 2012
	10.2	Form of Secured Subordinated Promissory Note
	10.3	Form of Warrant to Purchase Shares of Common Stock
	10.4	Commitment Letter dated July 10, 2012

SIGNATURES

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.

	WOUND MANAGEMENT TECHNOLOGIES, INC.
Date:  July 19, 2012
	By: /s/ Robert Lutz, Jr.
	Robert Lutz, Jr., Chief Executive Officer

EX-10.1

EXHIBIT 10.1

EX-10.2

EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR BORROWER SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

SECURED SUBORDINATED PROMISSORY NOTE

$__________ Issuance Date: ________________

FOR VALUE RECEIVED, the undersigned, Wound Management Technologies, Inc., a Texas corporation (“Borrower”), hereby promises to pay to the order of __________________, or any future permitted holder of this promissory note (collectively, the “Holder”), at __________________________, or at such other place as the Holder may designate in writing to the Borrower, the principal sum of ____________ Thousand and No/100 Dollars ($____________), and such other amount as may be outstanding hereunder, together with all accrued but unpaid interest, in United States dollars, as provided in this Secured Subordinated Promissory Note (the “Note”).

This Note is part of a series of Secured Subordinated Promissory Notes (the “Bridge Notes”) issued in connection with a private placement offering of the Bridge Notes commenced in July 2012 (the “Bridge Notes Financing”).  This Note has been entered into pursuant to the terms of a Subscription Agreement (the “Subscription Agreement”) between Borrower and Holder and shall be governed by the terms of such Subscription Agreement.  Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.

1.Principal and Interest Payments.

(a)The principal of this Note shall be due and payable on October 12, 2012 (the “Maturity Date”).

(b)Interest on the Note shall be an amount equal to five percent (5%) of the principal amount of the Note, and such interest amount shall be made on the Maturity Date.

(c)If the principal of and interest on the Note is not paid in full on the Maturity Date, then following the Maturity Date interest on the outstanding principal balance of this Note shall accrue at a rate of eighteen percent (18%) per annum, with such interest being computed on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days.

(d)The unpaid principal balance of this Note and any accrued but unpaid interest thereon may be prepaid in whole or in part at any time by Holder, upon at least ten (10) days written notice to Holder, which written notice shall state the date payment shall be made.

(e)In the event that the principal of and accrued but unpaid interest on any or all of the Bridge Notes are not paid in full on or prior to the Maturity Date (the “Unpaid Note Amount”), then in addition to any other rights and remedies that the holders of Bridge Notes (“Bridge Note Holders”) may have under the Bridge Notes or in law or in equity, commencing on the date following the Maturity Date, Borrower shall pay to the Bridge Note Holders, on a pro rata basis, based on the total Unpaid Note Amounts held by all Bridge Note Holders, an amount equal to twenty percent (20%) of the sales proceeds received by the Company and its subsidiary, Wound Care Innovations, LLC, from the sale of surgical powders, until such time as all of the Unpaid Note Amounts have been paid in full; it being agreed and understood that each such payment shall be made on a monthly basis, within payments for any particular month being made within five (5) days following the end of such month.

(f)Borrower and Holder acknowledge and agree that this Note is being issued as part of the Bridge Notes Financing.  Borrower shall make interest and principal payments under this Note and the other Bridge Notes on a pro rata basis, based on the respective principal amounts of each Bridge Note.  Each Holder of a Bridge Note shall hold any amounts received in excess of its pro rata share in trust for the benefit of the other holders of Bridge Notes.

2.Grant of Security Interest.  Payment of all amounts due or to become due under the Bridge Notes and of all other obligations of the Borrower under the Bridge Notes shall be secured as follows:

(a)Borrower hereby grants to the Bridge Note Holders, to secure the payment and performance of all obligations of the Borrower to the Bridge Note Holders arising pursuant to the Bridge Notes, a security interest in the following property of Borrower and any and all additions, substitutions, accessions, proceeds and products thereto or thereof: all of Borrower’s property, tangible or intangible, now or hereafter existing and wherever located, including, without limitation, all of its inventory, goods, materials, machinery, equipment, accounts, accounts receivable, contract rights, chattel paper, instruments, software programs, copyrights, specifications, source code, engineering designs, trade secrets, patents, patent applications, trademarks and trademark applications, trade names, and all other intellectual property and proprietary technology, notes, memoranda, drawings and other data, general intangibles, computer hardware and peripheral equipment, and all other assets of any kind now existing or hereafter arising, as each such term is used or defined in the Uniform Commercial Code as adopted by the State of Texas (collectively, the “Collateral”).

(b)Borrower will keep the Collateral in good order and repair, and will not use the same in violation of applicable law or any policy of insurance. The Bridge Note Holders or their representatives may inspect the Collateral at any reasonable time, wherever located.  Borrower will promptly pay when due all taxes and other assessments upon the Collateral for its use or operation.

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(c)In their discretion, the Bridge Note Holders, after giving Borrower 10 days notice, may discharge taxes and other encumbrances at any time levied or placed on the Collateral, make repairs thereof, place and pay for insurance thereon, and pay any necessary filing fees.  Borrower agrees to reimburse the Bridge Note Holders on demand for any and all expenditures so made, and until paid, the amount thereof shall be a debt secured by the Collateral.  The Bridge Note Holders shall have no obligation to the Borrower to make any such expenditures.  Any Bridge Note Holders may act as an attorney in fact for the Borrower in making, adjusting and settling claims under any insurance covering the Collateral.

(d)Borrower shall have possession and use of the Collateral unless and until the occurrence and continuance, as applicable, of an Event of Default (as defined in any of the Bridge Notes).  Upon the happening of an Event of Default, and as long as such Event of Default continues (upon the terms set forth in any Bridge Note), the Bridge Note Holders shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies under law, the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas, including without limitation the right to enter into the premises on which the Collateral may be situated, to remove the Collateral therefrom and to take immediate possession of the Collateral.  The Bridge Note Holders will give the Borrower at least 10 days’ prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale thereof is to be made.  From the proceeds of any such sale, the Bridge Note Holders shall be entitled to retain (i) all outstanding sums secured under the Bridge Notes, (ii) reasonable expenses of retaking, holding, preparing for sale and selling the Collateral, and (iii) reasonable legal expenses incurred by the Bridge Note Holders in connection with such sale.

(e)Borrower and all endorsers and guarantors of the Bridge Notes waive demand, notice, protest, notice of acceptance of such Bridge Notes, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.  With respect both to the Bridge Notes and the Collateral, Borrower and all endorsers and guarantors of the Bridge Notes assent to any extension or postponement of the time of payment or any other indulgence to any substitution, exchange or release of Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromise, or adjusting of any part thereof, all in such manner and at such time or times as the Bridge Note Holders may deem advisable.  Borrower and all endorsers and guarantors of the Bridge Notes hereby waive, to the extent permitted by law, any and all rights that any of them may have to judicial hearing in advance of the enforcement of any of the Bridge Note Holders’ rights hereunder, including without limitation its right following an Event of Default to take immediate possession of the Collateral and exercise its rights with respect thereto.  The Bridge Note Holders may exercise its rights with respect to the Collateral without regard to other Collateral or other sources of payment or reimbursement of liability.

(f)Borrower shall execute and deliver to the Bridge Note Holders (i) such waivers, consents, and other documents as Bridge Note Holders or its counsel may reasonably request to permit, secure and perfect the security interests provided for hereunder, and (ii) such assignments, if any, of patents, trademarks, copyrights and other intellectual property of Borrower as the Bridge Note Holders may now or hereafter reasonably request to create and perfect its security interest therein.  Borrower hereby appoints each Bridge Note Holders as Borrower’s attorney in fact to execute each such document and instrument.

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3.Subordination.  This Note shall be subordinated to all indebtedness of Maker to Juventas, LLC, a Texas limited liability company (“Juventas”).  Furthermore, if requested by Juventas, Holder agrees to execute and deliver to Borrower and Juventas a subordination agreement evidencing such subordination.

4.Non-Business Days.  Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Texas, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

5.Events of Default.  The occurrence of any of the following events shall be an “Event of Default” under this Note:

(a)Borrower fails to make any payment on this Note as and when the same becomes due and payable in accordance with the terms hereof, if the same has continued for five (5) days after written notice specifying such default has been delivered to the Borrower by Holder;

(b)Borrower fails to perform any other covenant contained herein, if the same has continued for thirty (30) days after written notice specifying such default has been delivered to the Borrower by Holder;

(c)an Event of Default (as defined in the other Bridge Notes) has occurred under any other Bridge Note and such Event of Default has not been cured by Borrower after any cure period as set forth in such Bridge Note;

(d)Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), or (vi) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or

(e)a proceeding or case shall be commenced in respect of Borrower without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) consecutive days or any order for relief shall be entered in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic) against Borrower or any of its subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to Borrower or any of its subsidiaries and shall continue undismissed, or unstayed and in effect for a period of thirty (30) consecutive days.

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6.Remedies Upon An Event of Default.  If an Event of Default shall have occurred and shall be continuing, Holder may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 3(d) or (e), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable, and (ii) Sections 3(a), (b) or (c), Holder may exercise or otherwise enforce any one or more of Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law.  No course of delay on the part of Holder shall operate as a waiver thereof or otherwise prejudice the right of Holder.  No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

7.Parties in Interest, Transferability.  This Note shall be binding upon Borrower and its successors and assigns and the terms hereof shall inure to the benefit of Holder and its successors and permitted assigns. This Note may be transferred or sold, subject to the provisions of Section 14 below, or pledged, hypothecated or otherwise granted as security by the Holder.

8.Amendments.  This Note may not be modified or amended in any manner except in writing executed by Borrower and Holder.

9.Notices.  Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

Address of Holder: _______________________ _______________________ _______________________

Address of the Borrower: Wound Management Technologies, Inc. 777 Main Street, Suite 3100 Fort Worth, Texas  76102 Attn:  Chief Executive Officer

10.Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to the choice of law provisions.  This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

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11.Headings.  Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

12.Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by Borrower to comply with the terms of this Note.  Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to be received by Holder and shall not, except as expressly provided herein, be subject to any other obligation of Borrower (or the performance thereof).  Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to Holder and that the remedy at law for any such breach may be inadequate.  Therefore Borrower agrees that, in the event of any such breach or threatened breach, Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

13.Failure or Indulgence Not Waiver.  No failure or delay on the part of Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

14.Binding Effect.  The obligations of Borrower and Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.  Holder may assign any or all if its rights, titles and interests in, to or under this Note to any person or entity upon written notice to Borrower.

15.Severability.  The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction.

16.Borrower Waivers.  Except as otherwise specifically provided herein, Borrower and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Borrower liable for the payment of this Note.  No delay or omission on the part of Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

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17.Usury Savings Clause.  Any provision in this Note or in any other document executed in connection herewith, or in any other agreement or commitment, whether written or oral, express or implied, to the contrary notwithstanding, Holder shall not in any event be entitled to receive or collect, nor shall or may amounts received hereunder be credited, so that Holder shall be paid, as interest, a sum greater than the maximum rate of interest permitted by applicable law.  If any construction of this Note, or any and all other papers, agreements or commitments, indicates a different right given to Holder to ask for, demand or receive any larger sum as interest, such is a mistake in calculation or wording, which this clause shall override and control; it being the intention of the parties that this Note and all other instruments relating to this Note shall in all things comply with applicable law, and proper adjustment shall automatically be made accordingly.  In the event Holder ever receives, collects or applies as interest, any sum in excess of the maximum rate of interest permitted by applicable law, such excess amount shall be applied to the reduction of the unpaid principal balance of this Note in the inverse order of maturity, and if this Note is paid in full, any remaining excess shall be paid to Borrower.  In determining whether or not the interest paid or payable, under any specific contingency, exceeds the maximum rate of interest permitted by applicable law, Borrower and Holder shall, the maximum extent permitted under applicable law (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) “spread” the total amount of interest throughout the entire term of this Note so that the interest rate is uniform throughout the entire term hereof.

IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first written above.

WOUND MANAGEMENT TECHNOLOGIES, INC.

By: _____________________________

Robert Lutz, Jr.,

Chief Executive Officer

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EX-10.3

EXHIBIT 10.3

NEITHER THIS WARRANT NOR THE SHARES (AS DEFINED BELOW) OF THE COMPANY ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF

WOUND MANAGEMENT TECHNOLOGIES, INC.

Void after __________, 2017

__________, 2012

THIS CERTIFIES THAT, for value received, ____________________, or its registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), ____________________ (___________) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Wound Management Technologies, Inc., a Texas corporation (the “Company”), at an exercise price of $0.15 per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).

1.EXERCISE OF WARRANT

The terms and conditions upon which this Warrant may be exercised, and the Shares covered hereby may be purchased, are as follows:

1.1Method Of Exercise.  At any time after the date of this Warrant and on or prior to ___________, 2017 (the “Exercise Period”), Holder may exercise, in whole or in part, and from time to time, the purchase rights evidenced by this Warrant.  Such exercise shall be effected by: (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Exercise attached hereto, to the Chief Executive Officer of the Company at the Company’s offices in Fort Worth, Texas; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the Shares being purchased.

1.2Issuance Of Shares and New Warrant.  Certificates for Shares purchased hereunder shall be delivered by the Company to Holder as soon as possible after delivery by Holder to the Company of the items described in Section 1.1 above; provided, however, if the Company has appointed a transfer agent for the Common Stock, then certificates for Shares shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 trading days from the delivery to the Company of the Notice of Exercise form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Share Delivery Date’).  This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company.  The Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1.5 below prior to the issuance of such Shares, have been paid.

1.3Delivery of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

1.4No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant.  As to any fraction of a Share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

1.5Charges. Taxes and Expenses.  Issuance of certificates for Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

2.TRANSFERS

2.1Transferability  Subject to compliance with any applicable securities laws and the conditions set forth in Sections 2.4, 5 and 6.1 below, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with the appropriate form of Assignment, as attached hereto, duly executed by the Holder and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued.

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2.2New Warrants.  This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 2.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

2.3Warrant Register.  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

2.4Transfer Restrictions.  If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

3.ANTIDILUTION PROVISIONS

The provisions of this Section 3 shall apply in the event that any of the events described in this Section 3 shall occur with respect to the Shares at any time on or after the original issuance date of this Warrant:

3.1Splits and Combinations.  If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this Warrant shall, after that subdivision or combination, evidence the right to purchase the number of shares that would have been issuable as a result of that change with respect to the Shares which were purchasable under this Warrant immediately before that subdivision or combination.  If the Company shall at any time subdivide the outstanding shares of Common Stock, the Exercise Price then in effect immediately before that subdivision shall be proportionately decreased, and, if the Company shall at any time combine the outstanding shares, the Exercise Price then in effect immediately before that combination shall be proportionately increased.  Any adjustment under this Section shall become effective at the time that such subdivision or combination becomes effective.

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3.2Reclassification, Exchange and Substitution.  If the Shares issuable upon exercise of this Warrant shall be changed into the same or a different number of securities of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Holder of this Warrant shall, on its exercise, be entitled to purchase for the same aggregate consideration, in lieu of the Shares which the Holder would have become entitled to purchase but for such change, the number of securities of such other class or classes of stock equivalent to the number of Shares that would have been subject to purchase by the Holder on exercise of this Warrant immediately before that change.

3.3Reorganizations, Mergers, Consolidations Or Sale Of Assets.  If at any time there shall be a capital reorganization of the shares of Common Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) then, as a part of such reorganization, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company to which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such capital reorganization if this Warrant had been exercised immediately before that capital reorganization.  In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

3.4Distributions.  In the event the Company should at any time prior to the expiration of this Warrant fix a record date for the determination of the holders of shares entitled to receive a distribution payable in additional shares of Common Stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (hereinafter referred to as the “Share Equivalents”) without payment of any consideration by such holder for the additional shares (including the additional shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Exercise Price shall be appropriately decreased and the number of Shares issuable upon exercise of the Warrant shall be appropriately increased in proportion to such increase of outstanding shares.

3.5Certificate as to Adjustments.  In the case of each adjustment or readjustment of the Exercise Price pursuant to this Section 3, the Company will promptly compute such adjustment or readjustment in accordance with the terms hereof and cause a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, to be delivered to the Holder of this Warrant.  The Company will, upon the written request at any time of the Holder of this Warrant, furnish or cause to be furnished to such Holder a certificate setting forth: (a) such adjustments and readjustments; (b) the Exercise Price at the time in effect; and (c) the number of Shares issuable upon exercise of the Warrant and the amount, if any, of other property at the time receivable upon the exercise of the Warrant.

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3.6Reservation of Shares Issuable Upon Exercise.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the exercise of this Warrant such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of this Warrant and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, in addition to such other remedies as shall be available to the Holder of this Warrant, the Company will use its best efforts to take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

4.RIGHTS PRIOR TO EXERCISE OF WARRANT

This Warrant does not entitle the Holder to any of the rights of a shareholder of the Company.  If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) the Company shall make any distribution (other than a cash distribution) to the holders of shares of Common Stock; (b) the Company shall offer to all of the holders of shares of Common Stock any additional shares or Share Equivalents or any right to subscribe for or purchase any thereof; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, sale, transfer or lease of all or substantially all of its property, assets, and business as an entirety) shall be proposed and action by the Company with respect thereto has been approved by the Company’s Board of Directors (each, a “Material Action”), the Company shall give notice in writing of such Material Action to the Holder at its last address as it shall appear on the Company’s records at least twenty (20) days’ prior to the date fixed as a record date or the date of closing the transfer books for the determination of the Members entitled to such dividends, distribution, or subscription rights, or for the determination of Members entitled to vote on the Material Action.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.  Failure to publish, mail or receive such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of the Material Action.

5.RESTRICTED SECURITIES

The Holder acknowledges that the Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.  In order to enable the Company to comply with the Securities Act and applicable state laws, the Company may require the Holder as a condition of the transfer or exercise of this Warrant, to give written assurance satisfactory to the Company that the Warrant, or in the case of an exercise hereof the Shares subject to this Warrant, are being acquired for his or her own account, for investment only, with no view to the distribution of the same, and that any disposition of all or any portion of this Warrant or the Shares issuable upon the due exercise of this Warrant shall not be made, unless made in compliance with the requirements of the Securities Act and applicable securities laws of any State or other jurisdiction.  Holder acknowledges that this Warrant is, and each of the Shares issuable upon the due exercise hereof will be, a restricted security, and that the certificates evidencing securities issued to the Holder upon exercise of this Warrant will bear a legend substantially similar to the legend set forth on the front page of this Warrant.

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6.MISCELLANEOUS

6.1Title to Warrant.  During the Exercise Period, and subject to compliance with applicable laws and Section 2 above, this Warrant and all rights hereunder are transferable, in whole or in part, at the office of the Company by the Holder, upon surrender of this Warrant together with the appropriate Assignment form attached hereto properly endorsed.  To the extent Section 2.4 above is applicable, the transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company, if required by the Company.

6.2Loss Theft Destruction or Mutilation of Warrant.  The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

6.3Saturdays, Sundays, Holidays, Etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

6.4Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any market or exchange upon which the Common Stock may be listed.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

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6.5Non-Waiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate upon expiration of the Exercise Period.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise; enforcing any of its rights, powers or remedies hereunder.

6.6Limitation of Liability.  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

6.7Remedies.  Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

6.8Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Shares.

6.9Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

6.10Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

6.11Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

6.12Notices.  All notices, requests, demands and other communications under this Warrant shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the date of mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: if to the Holder, at such Holder’s address as shown in the Company records; and if to the Company, at 777 Main Street, Suite 3100, Fort Worth, Texas 76102, Attention: Chief Executive Officer.  Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.

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6.13Governing Law.  This Warrant and any dispute, disagreement or issue of construction of interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Texas without regard to conflicts of law.

EXECUTED as of the date first set forth above.

WOUND MANAGEMENT TECHNOLOGIES, INC.

By:   ______________________________                                                                            

Robert Lutz, Jr.,

Chief Executive Officer

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NOTICE OF EXERCISE

TO:           WOUND MANAGEMENT TECHNOLOGIES, INC.

(1)           The undersigned hereby elects to purchase __________ Shares (the “Exercised Shares”) pursuant to the terms of the attached Warrant to Purchase Shares of Common Stock of Wound Management Technologies, Inc. (the “Warrant”), and tenders herewith payment of the aggregate Exercise Price for the Exercised Shares, together with all applicable transfer taxes, if any.

(2)           Please issue a certificate or certificates representing the Exercised Shares in the name of the undersigned or in such other name as is specified below:

The Exercised Shares shall be delivered to the following:

(3)           All terms used herein but not otherwise defined shall have the meanings ascribed thereto in the attached Warrant.

Date:_______________.

If an individual:

________________________________________

Printed: __________________________________                                                                    

If a legal entity:

________________________________________

(type in name)

By:  _____________________________________                                                                   

Printed:  __________________________________                                                                   

Title:   ____________________________________                                                                  

ASSIGNMENT

FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint __________________________, attorney, to transfer the said Warrant on the books of the within named Company.

Dated:________________________.

If an individual:

________________________________________

Printed: __________________________________                                                                    

If a legal entity:

________________________________________

(type in name)

By:  _____________________________________                                                                   

Printed:  __________________________________                                                                   

Title:   ____________________________________                                                                  

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto _______________________________ that portion of the within Warrant and the rights evidenced thereby which will an the date hereof entitle the holder to purchase __________ shares of Common Stock of Wound Management Technologies, Inc., and does hereby irrevocably constitute and appoint __________________________ and ______________________, or either of them, attorney,  to transfer that part of the said Warrant on the books of the within named Company.

Dated:_________________________.

If an individual:

________________________________________

Printed: __________________________________                                                                    

If a legal entity:

________________________________________

(type in name)

By:  _____________________________________                                                                   

Printed:  __________________________________                                                                   

Title:   ____________________________________                                                                  

EX-10.4

EXHIBIT 10.4

COMMITMENT LETTER

July 10, 2012

Wound Management Technologies, Inc.

777 Main Street, Suite 3100

Fort Worth, Texas  76102

Attn:  Robert Lutz, CEO

Re: Commitment to provide financing

Dear Mr. Lutz:

The undersigned understands that Wound Management Technologies, Inc., a Texas corporation (the “Company”), is undertaking to sell up to $1,100,000 in Promissory Notes (the “Notes”), with detachable warrants to purchase one share of common stock of the Company for each $1.00 or principal amount of the Notes (the “Offering”).  The Notes will have a minimum interest rate of 10% per annum, with principal and interest payable on October 12, 2012 (the “Maturity Date”), and will provide that if all the principal of, and interest on, the Notes are not paid in full on or prior to the Maturity Date, then twenty percent (20%) of the revenues thereafter from the sales by the Company of its powder products will be paid to the holders of Notes until all principal of, and interest on, the Notes have been paid in full.  The Warrants will have an exercise price of $0.15 per share, and will be exercisable for five (5) years after the date of issuance.

The undersigned is expecting a major liquidity event in the next 3-5 weeks, and subject to the remainder of this Commitment Letter, the undersigned hereby agrees to fund the lesser amount of: (i) the difference between $1,100,000 minus the amount of subscriptions accepted in the Offering; or (ii) $300,000, on or prior to August 31, 2012 (the “Commitment Funding Deadline”).

Notwithstanding the above, the above commitment shall be null and void and of no further force or effect if, prior to the Commitment Funding Deadline: (i) Juventas, LLC, a Texas limited liability company (“Juventas”), takes any action under the UCC to foreclose or sequester the assets of the Company; (ii) a voluntary or involuntary petition in bankruptcy is filed by or on behalf of the Company; or (iii) investors, other than the undersigned, do not purchase at least $700,000 of Notes in the Offering.

This Commitment Letter cannot be amended, modified or terminated without the mutual written consent of the Company and the undersigned.

Sincerely,

Araldo A. Cossutta