BIEI Premier Biomedical Inc (PK)

Item 1.01 – Entry into a Material Definitive Agreement

Typenex Co-Investment, LLC

As disclosed in prior filings, Typenex Co-Investment, LLC (“ Typenex ”) was awarded a default judgment against us in the amount of $340,647, pursuant to a dispute over the number of warrants (the “ Warrant ”) that Typenex was awarded with their convertible note entered into on November 25, 2014.

While we still believe their dispute is without merit, to resolve Typenex’s default judgment we entered into discussions with Redwood Management, LLC (“ Redwood ”) to buy the Warrant from Typenex. Redwood has been a key investor and was willing to help resolve the matter. As described further below, with Redwood’s assistance we have resolved this dispute with Typenex.

Warrant Purchase and Exchange

On October 10, 2016, we entered into a Warrant Purchase Agreement by and among Redwood, the Company and Typenex whereby Redwood will purchase the Warrant from Typenex. Redwood will pay the purchase price in four installments. These installment payments will be $300,000 in the aggregate with the last payment due on October 31, 2016. The Warrant and the Assignment Agreement between Redwood and Typenex will be held in escrow until the last payment is made. Redwood has been granted a limited waiver of the Writ of Garnishment (the “Writ”) held by Typenex to receive shares of our common stock as long as it is current in its payments under the Warrant Purchase Agreement. Currently, shares of our common stock may only be issued to Redwood.

Also on October 10, 2016, we entered into an Exchange Agreement by and between the Company and Redwood. Pursuant to the Exchange Agreement, we exchanged a 10% Convertible Promissory Note (the “ Note ”) for the Warrant which will be delivered to us when released from escrow. The Note has a principal amount of $300,000, an interest rate of 10% and matures on October 10, 2017 unless earlier converted into shares of our common stock. The Note may be converted to common stock at any time after January 8, 2017. The Conversion Price for the Note is equal to 60% of the lowest traded price of our common stock in the 15 Trading Days prior to the Conversion Date. If any shares of our common stock are sold at an effective price per share that is lower than the Conversion Price, the Conversion Price will be adjusted down to match the lower price. We have instructed our transfer agent to reserve 150,000,000 shares of our common stock for conversions pursuant to the Note. This reserve will stay in place until the Note and any interest due thereunder is satisfied in full.

Once Redwood makes the final payment to Typenex under the Warrant Purchase Agreement, Redwood will receive a Satisfaction of Judgment and Release of Garnishment from Typenex. We will then take possession of the Warrant, and Redwood will forward to us the Satisfaction of Judgment and Release of Garnishment to release the Writ and finally settle the dispute with Typenex.

Copies of the Warrant Purchase Agreement, Exchange Agreement and the Note are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by this reference.