Item
1.01
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Entry
into a Material Definitive Agreement.
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On
December 20, 2019, Pressure BioSciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)
with an accredited investor (the “Investor”), pursuant to which the Investor purchased from the Company, for a purchase
price of $250,000 (the “Purchase Price”): (i) a 10% Senior Secured Convertible Promissory Note in the principal amount
of $275,000 (the “Note”); and (ii) a common stock purchase warrant permitting the Investor to purchase up to 55,000
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price of
$3.50 per share (the “Warrant”, and together with the Note, the “Securities”).
The
Note accrues interest at a rate of ten percent (10%) per annum and matures on the earlier of (i) December 20, 2020; or (ii) upon
the closing of a Qualified Offering, as defined in the Note (the “Maturity Date”). The Note contains customary events
of default (each an “Event of Default”). If an Event of Default occurs, all outstanding obligations owing under the
Notes will become immediately due and payable at the Investor’s election. Any outstanding obligations owing under the Note
which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum. The Note is convertible into shares
of the Company’s Common Stock, subject to the adjustments described therein. The conversion price (the “Conversion
Price”) shall equal to $2.50.
In
connection with the issuance of the Note, the Company entered into a General Security Agreement (the “GSA”) with the
Investor whereby the Company granted to the Investor a continuing security interest in, lien upon and a right of setoff against,
all of the Company’s right, title and interest in all of the Company’s assets.
In
connection with the SPA, the Company entered into a Registration Rights Agreement (the “RRA”) pursuant to which it
shall (i) use its best efforts to file initial registration statement on Form S-1 (the “Registration Statement”) with
the U.S. Securities and Exchange Commission (the “Commission”) to register the Securities, within thirty (30) calendar
days after the final closing date of the Company’s offering of Series AA Convertible Preferred Stock (the “Filing
Deadline); and (ii) have the Registration Statement declared effective by the Commission within one hundred fifty (150) days of
the Filing Deadline.
In
connection with the SPA, the Company payed a 10% cash fee (a total of $25,000), to Garden State Securities, Inc. (the “Placement
Agent”) for acting as placement agent for the sale of the Securities. The Company will also issue a warrant to the Placement
Agent for it to purchase shares of Common Stock equal to ten percent (10%) of the Securities.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the SPA, the Note, the Warrant,
the GSA, and the RRA, and does not purport to be a complete description of the rights and obligations of the parties thereunder,
and such descriptions are qualified in their entirety by reference to the full text of the SPA, the Note, the Warrant, the GSA,
and the RRA, the forms of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively, to this Current Report
on Form 8-K, and are incorporated herein by reference.