Current Report Filing (8-k)
May 26 2017 - 4:02PM
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): May 2, 2017
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))
Item
1.01 Entry into a Material Definitive Agreement.
May
2, 2017 Amendment to October 2016 Note
As
previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission, on October 28, 2016, an
accredited investor (the “Investor”) purchased from Pressure BioSciences Inc., a Massachusetts corporation (the “Company”)
a Promissory Note in the aggregate principal amount of up to $2,000,000 (the “October Note”) due and payable on the
earlier of October 28, 2017 (the “October Maturity Date”) or on the seventh business day after the closing of a Qualified
Offering (as defined in the October Note). On May 2, 2017, the Company and the Investor entered into Amendment Number 1 to the
October Note (the “Amendment”) to, among other provisions, increase the October Note’s aggregate principal amount
to up to $3,000,000. As consideration for this Amendment, the Company issued 500,000 shares of common stock to the Investor (less
than five percent (5%) of the Company’s shares of common stock outstanding as of May 2, 2017). The October Maturity Date
remains the same. Garden State Securities, Inc. is acting as Placement Agent for this transaction and is being paid eight percent
(8%) of all principal amounts advanced pursuant to this transaction.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Amendment. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
May
22, 2017 Note
On
May 22, 2017, the Investor purchased from the Company a Promissory Note in the principal amount of $630,000 (the “May Note”),
due and payable on July 3, 2017 (the “July Maturity Date”). Although the Note is dated May 19, 2017, the transaction
did not close until May 22, 2017, when the Company received the $630,000 pursuant to the Note. On the July Maturity Date, in addition
to paying the principal amount in full, the Company will pay a guaranteed amount of interest of $63,000 along with an origination
fee of $32,000. Garden State Securities, Inc. acted as Placement Agent for this transaction and was paid a five percent (5%) commission
of the principal amount advanced pursuant to this transaction.
The
foregoing description of the May Note does not purport to be complete and is qualified in its entirety by the terms and conditions
of the May Note. A copy of the May Note is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K (the “Report”), which disclosure
is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
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Exhibit
Description
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10.1*
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Amendment
Number 1 to October 26 Promissory Note, dated May 2, 2017
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10.2*
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Promissory
Note, dated May 19, 2017
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*filed
herewith
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:
May 26, 2017
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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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