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 26, 2020
 
PREMIER BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other
jurisdiction of incorporation)
 
000-54563
(Commission
File Number)
 
27-2635666
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
P.O. Box 25
Jackson Center, PA 16133
 (Address of principal executive offices) (zip code)
 
 
 
 
 
 
 
 
 
 
(814) 786-8849
(Registrant’s telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 (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:
 
[_] 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company                                                       
[_]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]
 

 
 
 
 
 
 
Section 5 – Corporate Governance and Management
 
Item 5.02    
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 26, 2020, the following officers and directors resigned:
 
William A. Hartman
 
President, Chief Executive Officer, and acting Chairman
 
 
 
Dr. Mitchell S. Felder
 
Chairman of the Scientific Advisory Board
 
 
 
Heidi H. Carl
 
Chief Financial Officer, Secretary, Treasurer and Director
 
 
 
Dr. Patricio F. Reyes
 
Chief Technology Officer and Director
 
 
 
John S. Borza
 
Vice President and Director
 
 
 
Jay Rosen
 
Director
 
 
 
John Pauly
 
Director
 
There is no disagreement between the resigning officers and directors and Premier on any matter relating to Premier’s operations, policies or practices.
 
Also on May 26, 2020, David Caplan, the sole remaining member of our Board of Directors, was appointed as our President, Secretary, and Treasurer.
 
 
 
2
 
 
 
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.
 
 
 
Premier Biomedical, Inc.
 
 
 
 
Dated: June 1, 2020
/s/ David Caplan
 
By:  David Caplan
 
Its:  President
 
 
 
 
 
 
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