Current Report Filing (8-k)
April 06 2016 - 4:43PM
Edgar (US Regulatory)
UNITED
STATES
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): March 31, 2016
PRESSURE
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Massachusetts
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000-21615
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04-2652826
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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14
Norfolk Avenue
South
Easton, Massachusetts 02375
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code: (508) 230-1828
N/A
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ]
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))
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K (this “
Report
”) contains, or may contain, among other things, certain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “
Securities Act
”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”). Such forward-looking
statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect
to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such
as “projects,” “may,” “will,” “could,” “would,” “should,”
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”
or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management
and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities
and Exchange Commission (the “
SEC
”). Actual results may differ significantly from those set forth in the forward-looking
statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various
factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item
1.01 Entry into a Material Definitive Agreement.
Final
Closing of Private Placement Equity Financing
On
March 31, 2016, in connection with the seventh and final closing (the “
Final Closing
”) of a private placement
equity financing pursuant to the Subscription Agreements, dated as of March 10, 2016, March 17, 2016, March 24, 2016 and March
31, 2016 by and among Pressure BioSciences Inc. (the “Company”) and various individuals (each, a “
Purchaser
”
and together “
Purchasers
”), including all five members of the Company’s Board of Directors, the Company
sold and issued to the Purchasers Senior Secured Convertible Debentures (the “
Debentures
”) and warrants to
purchase shares of common stock equal to 50% of the number of shares issuable pursuant to the subscription amount (the “
Warrants
”)
for an aggregate purchase price of $769,667 (the “
Purchase Price
”) for the Final Closing, bringing the total
raised in the Offering to $6,329,667. For the Final Closing, the Company netted $719,049 in cash after taking into account fees
related to the offering. Of this amount, an aggregate of $164,667 was invested by the five members of the Company’s Board
of Directors. For the private placement offering, the Company netted $5,101,049 in cash in the aggregate.
The
private placement equity financing and certain adjustments and amendments to the terms of the private placement equity financing
were previously disclosed by the Company on its Current Reports on Forms 8-K filed by the Company on July 28, 2015 (the “
July
28 Current Report
”), January 15, 2016 and March 7, 2016, which are incorporated by reference herein (excluding Exhibits
99.1 thereto).
In
connection with the Subscription Agreement and Debentures, the Company entered into a Security Agreement with the
Purchasers and Garden State Securities, Inc., a FINRA-registered broker dealer that acted as our exclusive placement agent,
whereby the Company agreed to grant to Purchasers an unconditional and continuing, first priority security interest in all of
the assets and property of the Company to secure the prompt payment, performance and discharge in full of all of
Company’s obligations under the Debentures, Warrants and the other transaction documents. The form of Subscription
Agreement, form of Debenture, form of Warrant, and Security Agreement were filed as Exhibit 10.1, 4.1, 4.2, and 10.2 to the
July 28 Current Report respectively, each of which is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The
issuance of the securities described above were completed in accordance with the exemption provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
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Exhibit
Description
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4.1
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Form
of Debenture (incorporated by reference to the Current Report on Form 8-K, dated July 28, 2015)
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4.2
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Form
of Warrant (incorporated by reference to the Current Report on Form 8-K, dated July 28, 2015)
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10.1
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Subscription
Agreement (incorporated by reference to the Current Report on Form 8-K, dated July 28, 2015)
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10.2
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Security
Agreement (incorporated by reference to the Current Report on Form 8-K, dated July 28, 2015)
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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, thereunto duly authorized.
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PRESSURE
BIOSCIENCES, INC.
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Dated:
April 6, 2016
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By:
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/s/
Richard T. Schumacher
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Richard
T. Schumacher
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President
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