SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
Date of Report
(Date of earliest event reported):
PREMIER BIOMEDICAL, INC.
name of registrant as specified in its charter)
(State or other
jurisdiction of incorporation)
Center, PA 16133
principal executive offices) (zip code)
telephone number, including area code)
name or former address, if changed since last report.)
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))
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
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 1 – Registrant’s Business and
Entry into a Material Definitive Agreement.
Securities Purchase Agreement and Convertible Note
March 28, 2019, we entered into a Securities Purchase Agreement
”) by and between the Company and Power Up
Lending Group Ltd. (the “
”) to sell a Convertible
Promissory Note (“
”). The Purchaser purchased
the Note at the signing of the Purchase Agreement for an aggregate
amount of $68,000. The Note has a maturity date of March 26, 2020,
an interest rate of 10% and a default interest rate of 22%. The
Note is convertible into our common stock at a conversion price
equal to 61% of the average of the lowest two (2) trading prices
during the last twenty (20) trading days prior to the conversion
reserve shares of our authorized common stock equal to four times
the number of shares issuable upon full conversion of the Note,
initially 12,386,156. The Note can be prepaid by us at any time
upon three (3) days written notice to the Purchaser for a cash
amount equal to the sum of the then outstanding principal amount of
the note and interest multiplied by a prepayment percentage that
ranges from as low as 115% to as high as 140%, depending on when we
prepay the Note.
Note limits the Purchaser to beneficial ownership of our common
stock of no more than 4.99%. The Purchaser has the right to receive
any dividend or distribution of assets as if the Note had been
fully converted on the applicable record date.
Purchase Agreement and Note also contain customary representations
and warranties made by the Company and by the Purchaser. The
Purchase Agreement and Note also contain other certain terms and
conditions which are common in such agreements, and reference is
made herein to the text of the Purchase Agreement and Note which
will be filed in our next Quarterly Report on Form
Section 3 – Securities and Trading Markets
Unregistered Sale of Equity Securities.
The disclosure in
Item 1.01 above regarding the issuance of securities in the Sale is
incorporated herein by reference.
sale of the Note pursuant to the Purchase Agreement and in the
transaction described above was offered and sold in reliance on an
exemption from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D.
The Purchaser has represented that it is an accredited investor, as
defined in Regulation D, and has acquired the securities for
investment purposes only and not with a view to, or for sale in
connection with, any distribution thereof. The securities were not
issued through any general solicitation or
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.
April 3, 2019