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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)
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Massachusetts
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001-38185
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04-2652826
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(State
or other jurisdiction
of
incorporation)
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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 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:
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[ ]
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Written
communication 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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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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 (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. [ ]
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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.
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Item
2.03
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Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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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.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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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.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Securities Purchase Agreement, dated December 20, 2019
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10.2
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10% Senior Secured Convertible Promissory Note, dated December 20, 2019
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10.3
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Common Stock Purchase Warrant, dated December 20, 2019
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10.4
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General Security Agreement, dated December 20, 2019
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10.5
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Registration Rights Agreement, dated December 20, 2019
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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.
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PRESSURE
BIOSCIENCES, INC.
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Date:
December 27, 2019
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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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