Current Report Filing (8-k)
December 30 2019 - 06:01AM
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 and Exchange Act of
1934
Date
of Report (Date of earliest event reported): December 20,
2019
PRESSURE BIOSCIENCES, INC.
(Exact
name of Registrant as specified in its charter)
Massachusetts |
|
001-38185 |
|
04-2652826 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
14 Norfolk Avenue
South Easton, MA 02375
(Address
of principal executive offices, including zip code)
(508) 230-1828
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
[ ] |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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|
[ ] |
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)). |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
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
1.01 |
Entry
into a Material Definitive Agreement. |
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.
Item
2.03 |
Creation
of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
The
applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item
2.03.
Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item 3.02.
The shares of Common Stock to be issued upon conversion of the Note
and the exercise of the Warrant were not registered under the
Securities Act, but qualified for exemption under Section 4(a)(2)
of the Securities Act. The securities were exempt from registration
under Section 4(a)(2) of the Securities Act because the issuance of
such securities by the Company did not involve a “public offering,”
as defined in Section 4(a)(2) of the Securities Act, due to the
insubstantial number of persons involved in the transaction and
manner of the offering. The Company did not undertake an offering
in which it sold securities to a high number of investors. In
addition, the Investor had the necessary investment intent as
required by Section 4(a)(2) of the Securities Act since the
Investor agreed to, and received, the securities bearing a legend
stating that such securities are restricted pursuant to Rule 144 of
the Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and
therefore not be part of a “public offering.” Based on an analysis
of the above factors, the Company has met the requirements to
qualify for exemption under Section 4(a)(2) of the Securities
Act.
Item
9.01 |
Financial
Statements and Exhibits. |
Exhibit
Number |
|
Description |
10.1 |
|
Securities
Purchase Agreement, dated December 20, 2019 |
10.2 |
|
10%
Senior Secured Convertible Promissory Note, dated December 20,
2019 |
10.3 |
|
Common
Stock Purchase Warrant, dated December 20, 2019 |
10.4 |
|
General
Security Agreement, dated December 20, 2019 |
10.5 |
|
Registration
Rights Agreement, dated December 20, 2019 |
SIGNATURE
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.
|
PRESSURE
BIOSCIENCES, INC. |
|
|
|
Date:
December 27, 2019 |
By: |
/s/
Richard T. Schumacher |
|
|
Richard
T. Schumacher |
|
|
President
and Chief Executive Officer |
Pressure Biosciences (QB) (USOTC:PBIO)
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