Current Report Filing (8-k)
February 15 2019 - 5:28PM
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) February 13, 2019
PRESSURE
BIOSCIENCES, INC.
|
(Exact
Name of Registrant as Specified in its Charter)
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MASSACHUSETTS
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(State
or Other Jurisdiction of Incorporation)
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001-38185
|
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04-2652826
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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14
Norfolk Avenue, South Easton, MA
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02375
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(Address
of Principal Executive Offices)
|
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(Zip
Code)
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(508)
230-1828
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(Registrant’s
Telephone Number, Including Area Code)
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(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation
of CFO
On
February 13, 2019, Mr. Joseph L. Damasio Jr., Vice President of Finance and Chief Financial Officer (“CFO”) of Pressure
BioSciences, Inc. (the “Company”) informed the Company that he was resigning as CFO effective February 22, 2019.
Appointment
of Acting CFO
On
February 13, 2019, the Company appointed Mr. Richard P. Thomley as the Company’s Acting Chief Financial Officer.
Richard
Thomley, age 67, was the Company’s Acting CFO from September 2013 through November 6, 2015 and was an independent financial
consultant to the Company from March 2013 through September 2013. Prior to March 2013, Mr. Thomley was the Director of Finance
of Kiva Systems, Inc. from June 2007 until January 2012. Mr. Thomley was the Chief Accounting Officer at Spire Corp. from January
to June 2007. Mr. Thomley served as the Corporate Controller for Implant Sciences, Inc. from November 2004 until January 2007.
Mr. Thomley was Chief Financial Officer at SynQor, Inc. from July 2000 to November 2004. Mr. Thomley has also held senior management
positions in finance at Genesis Technical and Financial, Catamount Manufacturing, Inc., ChemDesign Corp., and Ansul Fire Protection
Co. He has over 30 years of experience in U.S. GAAP accounting, internal management, financial reporting and analysis, and SEC
reporting. Mr. Thomley is a Certified Public Accountant.
Family
Relationships
There
are no family relationships between Mr. Thomley and any other executive officer or member of the board of directors of the Company.
Related
Party Transactions
There
are no related party transactions with regard to Mr. Thomley reportable under Item 404(a) of Regulation S-K.
Material
Plans, Contracts, or Arrangements
The
Company does not have a written employment agreement with Mr. Thomley, however, the Company has orally agreed to pay Mr. Thomley
$100 per hour for his services. Mr. Thomley is expected to devote approximately fifty (50) hours per month to oversee the
Company’s financial and administrative operations.
Item
5.03 Amendments to Articles of Incorporation or Bylaws
On
February 14, 2019, the Company filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Articles of Amendment
to the Company’s Restated Articles of Organization, as amended, an amended designation of shares of the Series AA Convertible
Preferred Stock (the “Certificate of Designation”). The information in Exhibit 3.1 of this Current Report on Form
8-K is incorporated herein by this reference.
With
the exception of one provision, the Certificate of Designation filed on February 14, 2019 is identical to the one filed on May
1, 2018. The Certificate of Designation filed on February 14, 2019 deletes the words “on the original Issue Date of this
Warrant” from the definition of Exempt Issuance in Section 5(h) and replaces them with the words “on May 1, 2018.”
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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.
Dated:
February 15, 2019
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PRESSURE
BIOSCIENCES, INC.
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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
and Chief Executive Officer
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