UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to Rule 14a-12
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Pressure
BioSciences, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Pressure
BioSciences, Inc.
14
Norfolk Avenue
South
Easton, MA 02375
(508)
230-1828 (T)
(508)
230-1829 (F)
www.pressurebiosciences.com
November
17, 2017
Dear
Stockholder:
You
are cordially invited to attend the Special Meeting in Lieu of the Annual Meeting of Stockholders (the “Meeting”)
of Pressure BioSciences, Inc. (the “Company”) to be held on Thursday December 21, 2017, at 4:00 p.m. EST at
the Company’s principal executive offices located at 14 Norfolk Avenue, South Easton, MA 02375.
Detailed
information about the Meeting and the proposals to be acted upon is included in the accompanying notice of Meeting and proxy statement.
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 also accompanies this letter.
Whether or not you plan
to attend the Meeting, you can ensure your shares of the Company’s Common Stock are voted at the Meeting by submitting your
instructions in writing, by returning the enclosed proxy card. If you plan to attend the Meeting in person, please remember to
bring a form of personal identification with you and, if you are acting as a proxy for another stockholder, please bring written
confirmation from the record owner that you are acting as a proxy.
If your shares are
held by your broker in their name (in “street name”), your broker may not vote your shares on the election of directors
(Proposal No. 1) and other non-routine matters in the absence of your specific instructions as to how to vote. Proposal No. 1
is a non-routine matter and Proposal No. 2 is a routine matter. If your shares are held in street name, it is important that you
provide instructions to your broker regarding the voting of your shares.
Sincerely,
Jeffrey
N. Peterson
Chairman
of the Board of Directors
PRESSURE
BIOSCIENCES, INC.
NOTICE
OF SPECIAL MEETING
IN
LIEU OF THE ANNUAL MEETING OF STOCKHOLDERS
To
be Held on December 21, 2017
Important
Notice Regarding the Availability of Proxy Materials for the
Special
Meeting in Lieu of the Annual
Meeting
of Stockholders to be Held on December 21, 2017
The
Proxy Statement and Annual Report on Form 10-K are available at
http://www.pressurebiosciences.com/newsroom/category/investor-relations/2017-shareholder-proxy
NOTICE
is hereby given that a Special Meeting in Lieu of the Annual Meeting of Stockholders (the “Meeting”) of Pressure BioSciences,
Inc. (“PBI” or the “Company”) will be held on December 21, 2017, at 4:00 p.m. EST at the Company’s
principal executive offices located at 14 Norfolk Avenue, South Easton, MA 02375, for the following purposes, as more fully described
in the proxy statement accompanying this notice:
1.
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To
elect one Class III Director to hold office until the 2020 Annual Meeting of Stockholders and until their successor(s) is
(are) duly elected and qualified.
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2.
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To
ratify the appointment of MaloneBailey LLP as our independent registered public accounting firm for 2017.
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3.
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To
consider and vote upon any matters incidental to the foregoing purposes and any other matters which may properly come before
the Meeting or any adjourned session thereof.
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The
Board of Directors has fixed the close of business on November 14, 2017 as the record date for determining the stockholders entitled
to notice of, and to vote at, the Meeting.
By
Order of the Board of Directors:
Richard
T. Schumacher
Clerk
South
Easton, Massachusetts
November
17, 2017
IMPORTANT
Whether
or not you intend to attend the Meeting in person, please ensure that your shares of the Company’s Common Stock are present
and voted at the Meeting by submitting your instructions in writing by completing, signing, dating, and returning the enclosed
proxy card in the enclosed, self-addressed envelope.
This
notice, proxy statement and form of proxy card are being first mailed to stockholders of the Company on or about November 24,
2017.
PRESSURE
BIOSCIENCES, INC.
PROXY
STATEMENT
FOR
THE SPECIAL MEETING IN LIEU OF
THE
ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 21, 2017
General
This
proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Pressure BioSciences,
Inc., a Massachusetts corporation, with its principal executive offices located at 14 Norfolk Avenue, South Easton, MA 02375,
for use at the Special Meeting in Lieu of the Annual Meeting of Stockholders to be held on December 21, 2017 at 4:00 p.m. EST
and at any adjournments or postponements thereof (the “Meeting”) for the purposes set forth herein and in the
accompanying Notice of Special Meeting in Lieu of the Annual Meeting of Stockholders. In this proxy statement we refer to Pressure
BioSciences, Inc. as “PBI,” “the Company,” “we,” or “us”.
The
enclosed proxy relating to the Meeting is solicited on behalf of the Company’s Board of Directors (the “Board of Directors”
or the “Board”) and the cost of such solicitation will be borne by the Company. Certain of the Company’s officers
and regular employees may solicit proxies by correspondence, telephone, or in person, without extra compensation. We will also
pay to banks, brokers, nominees, and certain other fiduciaries their reasonable expenses incurred in forwarding proxy material
to the beneficial owners of securities held by them. It is expected that this proxy statement, the accompanying notice of Meeting,
proxy card, and Annual Report on Form 10-K for the fiscal year ended December 31, 2016 will be sent or given to stockholders on
or about November 17, 2017.
Voting
Securities and Record Date
Stockholders
of record of the Company’s common stock, $0.01 par value (the “Common Stock”), at the close of business on November
14, 2017, the record date for the Meeting, will be entitled to receive notice of, and to vote at, the Meeting. As of November
14, 2017, there were issued and outstanding 1,155,444 shares of Common Stock, all of which are entitled to vote. Each share of
Common Stock outstanding at the close of business on the record date is entitled to one vote on each matter that is voted. In
addition, as of November 14, 2017, there were issued and outstanding 300 shares of the Company’s Series D Convertible Preferred
Stock, par value $0.01 per share (“Series D Preferred Stock”), 80,570 shares of the Company’s Series G Convertible
Preferred Stock, par value $0.01 per share (“Series G Preferred Stock”), 10,000 shares of the Company’s Series
H Convertible Preferred Stock, par value $0.01 per share (“Series H Preferred Stock”), 21 shares of the Company’s
Series H2 Convertible Preferred Stock, par value $0.01 per share (“Series H Preferred Stock”), 3,458 shares of the
Company’s Series J Convertible Preferred Stock, par value $0.01 per share (“Series J Preferred Stock”) and 6,816
shares of the Company’s Series K Convertible Preferred Stock, par value $0.01 per share (“Series K Preferred Stock”).
The shares of Preferred Stock are not entitled to vote on any proposal to be presented at the Meeting.
Quorum
A
quorum, consisting of the holders of a majority of the shares of Common Stock issued, outstanding, and entitled to vote at the
Meeting, will be required to be present in person or by proxy for the transaction of business at the Meeting. Stockholders of
record present at the Meeting in person or by proxy, abstentions, and “broker non-votes” (as defined below) are counted
as present or represented at the Meeting for the purpose of determining whether a quorum exists. A “broker non-vote”
occurs when a broker, bank, or representative (“broker or representative”) does not vote on a particular matter because
it either does not have discretionary voting authority on that matter or it does not exercise its discretionary voting authority
on that matter.
Manner
of Voting
Stockholders
of Record
Shares
entitled to be voted at the Meeting can only be voted if the stockholder of record of such shares is present at the Meeting or
returns a signed proxy card. Shares represented by a valid proxy will be voted in accordance with your instructions.
A
stockholder of record who votes his or her shares by returning a proxy card, may revoke the proxy at any time before the stockholder’s
shares are voted at the Meeting by written notice to the Clerk of the Company received prior to the Meeting, by executing and
returning a later dated proxy card prior to the Meeting, or by voting by ballot at the Meeting.
Beneficial
Stockholders
If
you hold your shares through a broker or representative, you can only vote your shares in the manner prescribed by the broker
or representative. Detailed instructions from your broker or representative will generally be included with your proxy material.
These instructions may also include information on whether your shares can be voted by telephone or over the Internet or the manner
in which you may revoke your votes. If you choose to vote your shares by telephone or over the Internet, you should follow the
instructions provided by the broker or representative.
Voting
of Proxies
The
votes of stockholders present in person or represented by proxy at the Meeting will be tabulated by an inspector of elections
appointed by the Company. Shares represented by proxy will be voted in accordance with your specific instructions. If you sign
and return your proxy card without indicating specific instructions, your shares will be voted FOR each proposal. If any other
matters shall properly come before the Meeting, the authorized proxy will be voted by the proxies in accordance with their best
judgment.
If
you hold your shares as a beneficial owner rather than a stockholder of record, your broker or representative will vote the shares
that it holds for you in accordance with your instructions (if timely received) or, in the absence of such instructions, your
broker or representative may vote on certain matters for which it has discretionary voting authority.
Your broker will
be permitted to vote your shares on Proposal No. 2 without your instructions. Proposal No. 1 is considered a “non-routine”
matter and your broker or representative does not have discretionary voting authority with respect to this matter. Therefore,
the shares that do not receive voting instructions will be treated as “broker non-votes.”
Required
Vote
Abstentions
and broker non-votes are included in the number of shares present or represented for purposes of a quorum, but are not considered
as shares voting or votes cast with respect to any matter presented at the Meeting.
The
affirmative vote of the holders of a plurality of the votes cast by stockholders at the Meeting is required for Proposal No. 1
to elect the nominees as Class III Directors of the Company. Abstentions and broker non-votes will not have any effect on the
Proposal No. 1 to elect directors.
With
respect to Proposal No. 2, our Amended and Restated Bylaws, as amended, do not require that our stockholders ratify the appointment
of MaloneBailey LLP as our independent registered public accounting firm. However, we are submitting the proposal for ratification
as a matter of good corporate governance. If our stockholders do not ratify the appointment, the Audit Committee will reconsider
whether or not to retain MaloneBailey LLP. Even if the appointment is ratified, the Audit Committee, at its discretion, may change
the appointment at any time during the year if the Audit Committee determines that such a change would be in the best interests
of the Company and its stockholders. Ratification of the appointment of MaloneBailey LLP as the Company’s independent registered
public accounting firm requires the affirmative vote of the holders of a majority of the votes cast at the Meeting for Proposal
No. 2. As abstentions are not considered to be “votes cast”, abstentions will not have any effect on Proposal No.
2. As Proposal No. 2 is considered to be a “routine” matter for which a stockholder’s broker is permitted to
vote a stockholder’s shares without such stockholder’s instructions, there will not be any broker non-votes with regard
to Proposal No. 2.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The
Board of Directors of the Company approved a 1-for-30 reverse stock split of the Company’s common stock. The reverse stock
split became effective on June 5, 2017. All common shares, stock options, and per share information presented in the shareholder
proxy statement have been adjusted to reflect the reverse stock split on a retroactive basis for all periods presented. In lieu
of issuing fractional shares, stockholders who otherwise would be entitled to receive fractional shares because they hold a number
of shares not evenly divisible by the reverse stock split ratio will automatically be entitled to receive an additional fraction
of a share of Common Stock to round up to the next whole share. There was no change in the par value of the Company’s common
stock. The ratio by which shares of preferred stock are convertible into shares of common stock were adjusted to reflect the effects
of the reverse stock split.
The
following table sets forth certain information as of November 14, 2017 concerning the beneficial ownership of Common Stock for:
(i) each director and director nominee, (ii) each named executive officer in the Summary Compensation Table under “Executive
Compensation” below, (iii) all executive officers and directors as a group, and (iv) each person (including any “group”
as that term is used in Section 13(d)(3) of the Exchange Act) known by the Company to be the beneficial owner of 5% or more of
the Company’s Common Stock. Except as indicated below, the address for each of the persons below who are beneficial owners
of 5% or more of the Company’s Common Stock is the Company’s corporate address at 14 Norfolk Avenue, South Easton,
MA 02375.
Beneficial
ownership has been determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and is
calculated based on 1,155,444 shares of our Common Stock issued and outstanding as of November 14, 2017. Shares of Common Stock
subject to options, warrants, preferred stock or other securities convertible into Common Stock that are currently exercisable
or convertible, or exercisable or convertible within 60 days of November 14, 2017 are deemed outstanding for computing the percentage
of the person holding the option, warrant, preferred stock, or convertible security but are not deemed outstanding for computing
the percentage of any other person.
Except
as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities
named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially
own.
Name
of Beneficial Owner
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Amount
and
Nature of
Beneficial Ownership
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Percent
of Class
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Richard
T. Schumacher(1)
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95,351
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7.95
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%
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Jeffrey
N. Peterson(2)
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43,456
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3.72
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%
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Kevin
A. Pollack(3)
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38,045
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3.28
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%
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Michael
S. Urdea(4)
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30,440
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2.63
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%
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Vito
J. Mangiardi(5)
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25,422
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2.21
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%
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Edmund
Y. Ting, Ph.D(6)
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16,430
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1.42
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%
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Alexander
V. Lazarev, Ph.D(7)
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13,217
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1.15
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%
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All
other officers
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16,905
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1.47
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%
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All
Executive Officers and Directors as a Group (8)
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279,266
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21.02
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%
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1)
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Includes
(i) 50,528 shares of Common Stock issuable upon exercise of options; (ii) 2,620 shares of Common Stock issuable upon conversion
of Convertible Debentures; (iii) 7,191 shares of Common Stock issuable upon the exercise of warrants and (iv) 35,012 shares
of Common Stock. Does not include 672 shares of Common Stock held by Mr. Schumacher’s minor son as Mr. Schumacher’s
wife exercises all voting and investment control over such shares.
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2)
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Includes
(i) 20,703 shares of Common Stock issuable upon exercise of options; (ii) 5,500 shares of Common Stock issuable upon conversion
of Convertible Debentures; (iii) 4,167 shares of Common Stock issuable upon the exercise of warrants; and (iv) 13,086 shares
of Common Stock.
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3)
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Includes
(i) 11,977 shares of Common Stock issuable upon exercise of options; (ii) 6,112 shares of Common Stock issuable upon conversion
of Convertible Debentures; (iii) 4,445 shares of Common Stock issuable upon the exercise of warrants and (iv) 15,511 shares
of Common Stock.
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4)
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Includes
(i) 9,477 shares of Common Stock issuable upon exercise of options; (ii) 6,024 shares of Common Stock issuable upon conversion
of Convertible Debentures; and (iii) 2,739 shares of Common Stock issuable upon the exercise of warrants; and (iv) 12,200
shares of Common Stock.
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5)
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Includes
(i) 11,977 shares of Common Stock issuable upon exercise of options; (ii) 1,310 shares of Common Stock issuable upon conversion
of Convertible Debentures; and (iii) 596 shares of Common Stock issuable upon the exercise of warrants; and (iv) 11,539 shares
of Common Stock.
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6)
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Includes
(i) 15,615 shares of Common Stock issuable upon exercise of options and (ii) 815 shares of Common Stock.
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7)
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Includes
(i) 12,807 shares of Common Stock issuable upon exercise of options and (ii) 410 shares of Common Stock.
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8)
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Includes
(i) 149,225 shares of Common Stock issuable upon exercise of options; (ii) 21,566 shares of Common Stock issuable upon conversion
of Convertible Debentures; (iii) 19,138 shares of Common Stock issuable upon the exercise of warrants and (iv) 89,078 shares
of Common Stock.
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Equity
Compensation Plan Information
We
maintain a number of equity compensation plans for employees, officers, directors and other entities and individuals whose efforts
contribute to our success. The table below sets forth certain information as of our fiscal year ended December 31, 2016 regarding
the shares of our Common Stock available for grant or granted under our equity compensation plans.
Plan
Category
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Number
of securities to be issued upon
exercise of outstanding
options
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Weighted-average
exercise price of outstanding
options
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Number
of securities
available for
future issuance under equity compensation plans
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Equity
compensation plan approved by security holders - 2005 Equity Incentive Plan
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38,459
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$
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18.43
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0
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Equity
compensation plan approved by security holders - 2013 Equity Incentive Plan
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68,250
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$
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9.62
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2,931,750
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Equity
compensation plan adopted by the Board of Directors - 2015 Non-Qualified Stock Option Plan
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68,934
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$
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12.00
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4,931,067
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PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
At
the Meeting, one Class III Director is to be elected to serve until the 2020 Annual Meeting of Stockholders and until his successor
has been duly elected and qualified. The Board of Directors, upon the recommendation of the Nominating Committee, has nominated
Mr. Richard T. Schumacher as a Class III Director. Mr. Schumacher is currently a director of the Company and has not been
nominated pursuant to any arrangement or understanding with any person.
The
Company’s Restated Articles of Organization, as amended (the “Articles of Organization”), and Amended and Restated
Bylaws, as amended (the “Bylaws”), provide that our Board of Directors shall be divided into three classes. At each
annual meeting of stockholders, the directors elected to succeed those whose terms expire are identified as being in the same
class as the directors they succeed and are elected to hold office for a term to expire at the third annual meeting of stockholders
after their election, and until their respective successors are duly elected and qualified, unless an adjustment in the term to
which an individual director shall be elected is made because of a change in the number of directors.
Our
Articles of Organization and Bylaws do not require our stockholders to elect any directors in a class for which the term
of office extends beyond the Meeting. The term of office of Mr. Schumacher, the Company’s Class III Director, expires at
the 2017 Meeting. The terms of office of the Class I Directors and Class II Directors, comprised of Mr. Peterson, Mr. Pollack,
Mr. Mangiardi and Dr. Urdea, continue after the Meeting.
At
the Meeting, it is the intention of the persons named as proxies to vote for the election of Mr. Schumacher as the Class III Director.
In the unanticipated event that Mr. Schumacher should be unable to serve, the persons named as proxies will vote the proxy for
such substitute(s), if any, as the present Board of Directors may designate or the present Board of Directors may reduce the number
of directors.
In
selecting members for our Board of Directors, we consider each individual’s unique and diversified background and expertise.
We believe that selecting directors with a wide range of talents and skills provides a functional diversity that allows our Board
to provide strong leadership. The following noteworthy experience, qualifications, attributes and skills for each Board member,
together with the biographical information for each nominee described below, led to our conclusion that the person should serve
as a director of PBI in light of our business and structure:
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●
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Mr.
Jeffrey N. Peterson, the Chairman of our Board, is the CEO of Target Discovery, Inc., a personalized medicine diagnostics
company, and Chairman and CEO of Veritomyx, Inc., a high-performance SaaS (cloud computing) scientific signal-processing
company. He has broad executive, general management, multi-functional, multi-business, and international experience, including
20 years at Abbott Laboratories and General Electric, and leadership in multiple trade organizations.
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●
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Mr.
Vito J. Mangiardi has broad executive, general management, multi-functional, multi-business, and international experience,
specifically in the life sciences field. Mr. Mangiardi is the founding partner, President and CEO of Marin Bay Partners, LLC
(MBP), a consulting firm focused in life sciences, pharmaceutical development and clinical
diagnostics.
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●
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Dr.
Michael S. “Mickey” Urdea founded and is a Partner for Halteres Associates, a biotechnology consulting firm. He
serves as an expert consultant to the life sciences industry and philanthropic organizations, and is on the scientific advisory
boards and boards of directors of a number of biotechnology and diagnostics companies.
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●
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Mr.
Kevin A. Pollack provides a wealth of knowledge and experience in financial and administrative matters. Mr. Pollack is currently
serving as an advisor of Opiant Pharmaceuticals, Inc. and as President of Short Hills Capital LLC, a broker-dealer. Mr.
Pollack previously worked as a securities attorney focusing on corporate finance and mergers and acquisitions. He also serves
as our audit committee financial expert.
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●
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Mr.
Richard T. Schumacher, the Company’s founder, provides valuable operational, sales and marketing, financial, and managerial
expertise and experience and has significant knowledge of the Company’s technology and products. Prior to founding
the company, Mr. Schumacher spent over 13 years working in scientific research and clinical laboratory areas at the Center
for Blood Research, a Harvard Medical School affiliated laboratory. In the more than 30 years since the Company’s formation,
Mr. Schumacher has served the Company in various roles, including President, Chief Executive Officer and Chairman.
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Vote
Required to Elect the Nominees as Directors
The
affirmative vote of the holders of a plurality of the votes cast by stockholders at the Meeting is required for the election of
Richard T. Schumacher as a Class III Director of the Company.
Board
Recommendation
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “
FOR
” THE ELECTION OF RICHARD T. SCHUMACHER
AS A CLASS III DIRECTOR OF THE COMPANY.
Information
on Nominees and Other Directors
The
following information includes additional information as of the date of this proxy statement about each nominee and director whose
term extends beyond the Meeting, including his age, all positions he holds with us, his principal occupation and business experience
during the past five years, the names of other publicly-held companies for which he currently serves as a director or held a directorship
during the past five years, and the year in which each nominee’s term would expire, if elected.
Name
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Age
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Position
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Director
Since
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Year
Term Expires,
if
Elected, and Class
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Jeffrey
N. Peterson(1)
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62
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Chairman
of the Board
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2011
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2018
Class I
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Michael
S. Urdea
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65
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Director
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2013
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2018
Class I
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Vito
J. Mangiardi(1)
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68
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Director
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2012
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2019
Class II
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Kevin
A. Pollack(1)
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47
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Director
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2012
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2019
Class II
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Richard
T. Schumacher*
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67
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Director,
President, Chief Executive Officer, Treasurer, and Clerk
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1978
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2020
Class III
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*Nominee
for Class III Director.
(1)
Member of the Audit Committee, Compensation Committee, and Nominating Committee
Mr.
Jeffrey N. Peterson has served as a director of the Company since July 2011 and as Chairman of the Board starting in 2012. Since
1999, he has served as the Chief Executive Officer of Target Discovery, Inc. (“TDI”), a personalized
medicine diagnostics (PMDx) company. Mr. Peterson also serves as Chairman and CEO of TDI’s majority-owned subsidiary,
Veritomyx, Inc., which is completing development and commercialization of software tools for accurate peptide, protein and isoform
identification and characterization. Prior to incorporating and joining TDI, Mr. Peterson served as CEO of Sharpe, Peterson, Ocheltree
& Associates, an international business development consulting firm assisting Fortune 500 and many smaller firms in business
expansion and strategy. Prior to that, he spent 9 years in key management roles in Abbott Laboratories’ Diagnostics and
International (Pharmaceuticals, Hospital Products, Nutritionals, and Consumer) businesses, last serving as CEO and General Manager
of Abbott South Africa. Mr. Peterson’s experience prior to Abbott Laboratories included 11 years with General Electric’s
Engineered Materials and Plastics businesses, spanning roles in strategic planning, business development, technology licensing,
marketing and sales, operations, quality control and R&D. Mr. Peterson holds BSChE and MSChE (Chemical Engineering) degrees
from MIT, as well as 6 issued US patents. He served as Chair Emeritus of the BayBio Institute, a non-profit organization serving
the life science community, and on the Board of BayBio, a trade association for the life sciences industry in Northern California.
He served as a cofounder of the Coalition for 21st Century Medicine, and of BIO’s Personalized Medicine & Diagnostics
Working Group. He served on the Board of Advisors for the Center for Professional Development and Entrepreneurship at the University
of Texas MD Anderson Cancer Center. He currently serves on the Advisory Board of the California Technology Council.
Dr.
Michael S. Urdea has served as a director of the Company since February 8, 2013. Dr. Urdea founded and is a Founder and Partner
for Halteres Associates, a biotechnology consulting firm. He also founded and served as Chief Executive Officer of Tethys Bioscience,
a proteomics-based diagnostics company involved in preventative personalized medicine. Additionally, Dr. Urdea is a founder and
the Chairman of Catalysis Foundation for Health, an organization addressing gaps in global healthcare caused by inefficiencies
in disease diagnosis and monitoring. He serves as an expert consultant to the life sciences industry and is on the scientific
advisory boards and boards of directors of a number of biotechnology, diagnostics, venture capital and philanthropic organizations.
Prior to his current business activities, Dr. Urdea founded the Nucleic Acid Diagnostics group at Chiron Corporation, and with
colleagues, invented branched DNA molecules for amplification of signal in nucleic acid complexes. Application of this technology
resulted in the first commercial products for quantification of human hepatitis B, hepatitis C, and human immunodeficiency viruses
(HBV, HCV, and HIV, respectively). He then became business head of the Molecular Diagnostics Group and Chief Scientific
Officer at Bayer Diagnostics. He continues to serve as a diagnostics industry, product development and scientific advisor to the
Bill and Melinda Gates Foundation, acted as co-chair of two of the Grand Challenges grant review committees, and served as a member
of its Diagnostic Forum. Dr. Urdea is an author on nearly 200 peer-reviewed scientific publications, nearly 300 abstracts and
international scientific presentations, and more than 100 issued and pending patents. He received his BS in Biology and Chemistry
from Northern Arizona University in Flagstaff and his Ph.D in Biochemistry from Washington State University.
Mr.
Vito J. Mangiardi has served as a director of the Company since July 2012. Mr. Mangiardi is an accomplished senior executive with
proven experience as a President, CEO and COO in the Life Sciences and Bio-Energy product and service sectors. He is a
strong P&L performer and corporate strategist in General Management, Operations, Sales/Marketing, and Science. Mr. Mangiardi
has held positions as a Research Chemist for Bio-Rad Laboratories, Inc.; Sales & Marketing Director for Baxter Travenol, Inc.;
Executive VP and COO for Quintiles Transnational Corp.; President and CEO of Diagnostics Laboratories, Inc., Clingenix, Inc.,
and Bilcare, Inc.; and President of AAI Pharma, Inc. More recently he was the COO/Deputy Director of Operations and Production
at the University of California Lawrence Berkeley National Laboratory Joint Genome Institute. Mr. Mangiardi has experience with
three start-ups, two midsize, and several mature companies, and has international experience leading and managing organizations
on four continents. He has vast experience in leading alliances, acquisitions, due diligence, and post-acquisition assimilation.
Mr. Mangiardi has been on the Board of Directors of three companies and has proven success in working with both national and international
investment groups to raise funds. Mr. Mangiardi earned a BS in Biology/Chemistry from Eastern Illinois University and two MBA
degrees from Golden Gate University - in General Management and in Marketing. Mr. Mangiardi is listed as an inventor in four patents
and various publications in protein separation techniques in the area of metabolism, thyroid, anemia/hematology
and cancer, and is a member of numerous professional organizations. Mr. Mangiardi is the founding partner, President
and CEO of Marin Bay Partners, LLC (MBP), a consulting firm focused on life sciences, pharmaceutical development
and clinical diagnostics.
Mr.
Kevin A. Pollack has served as a director of the Company since July 2012. Mr. Pollack serves as an advisor to Opiant Pharmaceuticals,
Inc. (OPNT-NASDAQ), a specialty pharmaceutical company developing pharmacological treatments for substance use, addictive,
and eating disorders. He previously served as its Chief Financial Officer and as a member of its Board of Directors from 2012
until 2017. He also serves as President of Short Hills Capital LLC, where he provides a range of services. Previously, Mr. Pollack
worked in asset management at Paragon Capital LP, focusing primarily on U.S.-listed companies, and as an investment banker
at Banc of America Securities LLC, focusing on corporate finance and mergers and acquisitions. Mr. Pollack started his career
at Sidley Austin LLP (formerly Brown & Wood LLP) as a securities attorney focusing on corporate finance, and mergers and acquisitions.
He currently sits on the Board of Directors of MagneGas Corporation (MNGA-NASDAQ), the developer of a technology that converts
liquid waste into a hydrogen-based metal-working fuel and natural gas alternative. Mr. Pollack graduated magna cum laude from
the Wharton School of the University of Pennsylvania and received a dual J.D./M.B.A. from Vanderbilt University, where he graduated
with Beta Gamma Sigma honors.
Mr.
Richard T. Schumacher, the founder of the Company, has served as a director of the Company since 1978. He has served as the Company’s
Chief Executive Officer since April 16, 2004 and President since September 14, 2004. He previously served as Chief Executive Officer
and Chairman of the Board of the Company from 1992 to February 2003. From July 9, 2003 until April 14, 2004 he served as a consultant
to the Company pursuant to a consulting agreement. He served as President of the Company from August 1978 to August 1999.
Mr. Schumacher served as the Director of Infectious Disease Services for Clinical Sciences Laboratory, a New England-based medical
reference laboratory, from 1986 to 1988. From 1972 to 1985, Mr. Schumacher was a research scientist and clinical laboratory
director at the Center for Blood Research, a nonprofit medical research institute associated with Harvard Medical School.
Mr. Schumacher received a B.S. in Zoology from the University of New Hampshire.
Corporate
Governance
Board
of Directors and Committee Meetings; Annual Meeting Attendance
. The Board of Directors held nine (9) meetings between
January 1, 2016 and December 31, 2016. All of the directors attended at least 80% of those meetings. All of the Company’s
directors are encouraged to attend the Company’s annual meetings of stockholders. Two of the outside directors participated
telephonically in the Company’s 2016 Special Meeting in Lieu of the Annual Meeting of Stockholders.
Board
Independence
. The Board of Directors has reviewed the qualifications of each of Messrs. Mangiardi, Peterson, Urdea and Pollack,
constituting more than a majority of the Company’s current directors, and has affirmatively determined that each individual
is, or at the time of their service was, “independent” as such term is defined under the current listing standards
of the Nasdaq Stock Market. The Board of Directors has determined that none of these directors has a material relationship with
the Company that would interfere with the exercise of independent judgment. In addition, each member of the Audit Committee is
independent as required under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Stockholder
Communications
. Any stockholder wishing to communicate with any of the Company’s directors regarding the Company may
write to the director, c/o Clerk, Pressure BioSciences, Inc., 14 Norfolk Avenue, South Easton, MA 02375. The Clerk will forward
any reasonable communications directly to the director(s).
Code
of Ethics
. Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Company has adopted a Code of Ethics for Senior
Financial Officers that applies to the Company’s principal executive officer, principal financial officer, principal accounting
officer, controller, and other persons performing similar functions. A copy of the code of ethics is posted on, and may be obtained
free of charge from the investor relations portion of the Company’s website at www.pressurebiosciences.com. If the Company
makes any amendments to its Code of Ethics or grants any waiver, including any implicit waiver, from a provision of this Code
of Ethics to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller,
or other persons performing similar functions, the Company will disclose the nature of such amendment or waiver, the name of the
person to whom the waiver was granted and the date of waiver in a Current Report on Form 8-K.
Board
Leadership Structure and Role in Risk Oversight
The
Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than
day-to-day operations. The Board’s primary responsibility is to oversee the management of the Company and, in so doing,
serve the best interests of the Company and its stockholders. The Board selects, evaluates and provides for the succession of
executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies,
and evaluates significant policies and proposed major commitments of corporate resources. The Board participates in decisions
that have a potential major economic impact on the Company and its stockholders. Management keeps the directors informed of Company
activity through regular written reports and presentations at Board and committee meetings.
The
Board of Directors is led by its Chairman, Mr. Peterson. Each of our Audit, Nominating and Compensation Committees provide oversight
and assess risk in their respective areas. In addition, the Board and each committee have an active role in overseeing management
of our Company’s risk. The Board regularly reviews information regarding our operations, credit, and liquidity, as well
as the risks associated with each.
Board
Committees
Standing
committees of the Board of Directors include an Audit Committee, a Compensation Committee, and a Nominating Committee.
Audit
Committee.
Messrs.
Mangiardi, Peterson and Pollack are currently the members of the Audit Committee, with Mr. Pollack serving as Chairman.
The
Board of Directors has determined that Mr. Pollack qualifies as an “audit committee financial expert” as defined in
Item 407(d)(5) of Regulation S-K.
The
Audit Committee operates pursuant to a written charter (the “Audit Committee Charter”), a current copy of which is
publicly available on the investor relations portion of the Company’s website at
www.pressurebiosciences.com
. Under
the provisions of the Audit Committee Charter, the primary functions of the Audit Committee are to assist the Board of Directors
with the oversight of (i) the Company’s financial reporting process, accounting functions, and internal controls, and (ii)
the qualifications, independence, appointment, retention, compensation, and performance of the Company’s independent registered
public accounting firm. The Audit Committee is also responsible for the establishment of “whistle-blowing” procedures,
and the oversight of other compliance matters. The Audit Committee held four (4) meetings during fiscal 2016.
Compensation
Committee.
General
Messrs.
Mangiardi, Peterson and Pollack are currently the members of the Compensation Committee, with Mr. Mangiardi serving as Chairman.
The Compensation Committee operates pursuant to a written charter, a current copy of which is publicly available on the investor
relations portion of the Company’s website at www.pressurebiosciences.com. The primary functions of the Compensation Committee
include (i) reviewing and approving our executive compensation, (ii) reviewing the recommendations of the President and Chief
Executive Officer regarding the compensation of our executive officers, (iii) evaluating the performance of the President and
Chief Executive Officer, (iv) overseeing the administration and approval of grants of stock options and other equity awards under
our equity incentive plans, and (v) recommending compensation for our Board of Directors and each committee thereof for review
and approval by the Board of Directors. The Compensation Committee held one (1) meeting during fiscal 2016.
The
Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time
under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least
two members, each of whom qualifies as a “non-employee director,” as such term is defined from time to time in Rule
16b-3 promulgated under the Exchange Act, and an “outside director,” as such term is defined from time to time in
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder).
Compensation
Objectives
In
light of the relatively early stage of commercialization of our products, we recognize the importance of attracting and retaining
key employees with sufficient experience, skills, and qualifications in areas vital to our success, such as operations, finance,
sales and marketing, research and development, engineering, and individuals who are committed to our short- and long-term goals.
The Compensation Committee has designed our executive compensation programs with the intent of attracting, motivating, and retaining
experienced executives and, subject to our limited financial resources, rewarding them for their contributions by offering them
a competitive base salary, potential for annual cash incentive bonuses, and long-term equity-based incentives, typically in the
form of stock options. The Compensation Committee strives to balance the need to retain key employees with financial prudence
given our history of operating losses, limited financial resources and the early stage of our commercialization.
Executive
Officers and Director Compensation Process
The
Compensation Committee considers and determines executive compensation according to an annual objective setting and measurement
cycle. Specifically, corporate goals for the year are initially developed by our executive officers and are then presented to
the Board of Directors and Compensation Committee for review and approval. Individual goals are intended to focus on contributions
that facilitate the achievement of the corporate goals. Individual goals are first proposed by each executive officer, other than
the President and Chief Executive Officer, then discussed by the entire senior executive management team and ultimately compiled
and prepared for submission to the Board of Directors and the Compensation Committee, by the President and Chief Executive Officer.
The Compensation Committee sets and approves the goals for the President and Chief Executive Officer. Generally, corporate and
individual goals are set during the first quarter of each calendar year. The objective setting process is coordinated with our
annual financial planning and budgeting process so our Board of Directors and Compensation Committee can consider overall corporate
and individual objectives in the context of budget constraints and cost control considerations. Annual salary increases, bonuses,
and equity awards, such as stock option grants, if any, are tied to the achievement of these corporate and individual performance
goals as well as our financial position and prospects.
Under
the annual performance review program, the Compensation Committee evaluates individual performance against the goals for the recently
completed year. The Compensation Committee’s evaluation generally occurs in the first quarter of the following year. The
evaluation of each executive (other than the President and Chief Executive Officer) begins with a written self-assessment submitted
by the executive to the President and Chief Executive Officer. The President and Chief Executive Officer then prepares a written
evaluation based on the executive’s self-assessment, the President and Chief Executive Officer’s evaluation, and input
from others within the Company. This process leads to a recommendation by the President and Chief Executive Officer for a salary
increase, bonus, and equity award, if any, which is then considered by the Compensation Committee. In the case of the President
and Chief Executive Officer, the Compensation Committee conducts his/her performance evaluation and determines his/her
compensation, including salary increase, bonus, and equity awards, if any. We generally expect, but are not required, to implement
salary increases, bonuses, and equity awards, for all executive officers, if and to the extent granted, by April 1 of each year.
Non-employee
director compensation is set by our Board of Directors upon the recommendation of the Compensation Committee. In developing its
recommendations, the Compensation Committee is guided by the following goals: compensation should be fair relative to the required
services for directors of comparable companies in our industry and at our company’s stage of development; compensation should
align directors’ interests with the long-term interest of stockholders; the structure of the compensation should be simple,
transparent, and easy for stockholders to understand; and compensation should be consistent with the financial resources, prospects,
and competitive outlook for the Company.
In
evaluating executive officer and director compensation, the Compensation Committee considers the practices of companies of similar
size, geographic location, and market focus. In order to develop reasonable benchmark data, the Compensation Committee has referred
to publicly available sources such as Salary.com and the BioWorld Survey. While the Compensation Committee does not believe benchmarking
is appropriate as a stand-alone tool for setting compensation due to the unique aspects of our business objectives and current
stage of development, the Compensation Committee generally believes that gathering this compensation information is an important
part of its compensation-related decision making process.
The
Compensation Committee has the authority to hire and fire advisors and compensation consultants as needed and approve their fees.
No advisors or compensation consultants were hired or fired in fiscal 2016.
The
Compensation Committee is also authorized to delegate any of its responsibilities to subcommittees or individuals, as it
deems appropriate. The Compensation Committee did not delegate any of its responsibilities in fiscal 2016.
Nominating
Committee.
Messrs.
Mangiardi, Peterson and Pollack are currently the members of the Company’s Nominating Committee with Mr. Peterson serving
as Chairman. The Nominating Committee operates pursuant to a written charter, a current copy of which is publicly available on
the investor relations portion of the Company’s website at www.pressurebiosciences.com. The Nominating Committee held one
(1) meeting during fiscal year 2016.
The
primary functions of the Nominating Committee are to (i) identify, review, and evaluate candidates to serve as directors of the
Company, (ii) make recommendations of candidates to the Board of Directors for all directorships to be filled by the stockholders
or the Board of Directors, and (iii) serve as a focal point for communication between such candidates, the Board of Directors,
and management.
The
Nominating Committee may consider candidates recommended by stockholders as well as from other sources such as other directors
or officers, third party search firms, or other appropriate sources. For all potential candidates, the Nominating Committee may
consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional
skills and experience, independence, possible conflicts of interest, diversity, the extent to which the candidate would fill a
present need on the Board of Directors, and concern for the long-term interests of the stockholders. These criteria include whether
the candidate assists in achieving a mix of Board members that represents diversity of background and professional experience,
including with respect to ethnic background, age and gender. In general, persons recommended by stockholders will be considered
on the same basis as candidates from other sources. If a stockholder wishes to recommend a candidate for director for election
at the 2018 Annual Meeting of Stockholders, he or she must follow the procedures described below under “Stockholder Proposals.”
Audit
Committee Report
The
Audit Committee has reviewed and discussed the Company’s audited financial statements for the year ended December 31, 2016
with management of the Company. The Audit Committee also discussed with MaloneBailey LLP (“MaloneBailey”), the Company’s
independent registered public accounting firm for 2016, the matters required to be discussed by the Auditing Standards Board Statement
on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit
Committee has also received and reviewed the required written disclosures and a confirming letter from MaloneBailey under applicable
requirements of the Public Accounting Oversight Board regarding MaloneBailey’s independence, and has discussed the matter
with MaloneBailey.
Based
upon its review and discussions of the foregoing, the Audit Committee recommended to the Board of Directors that the Company’s
audited financial statements for the year ended December 31, 2016 be included in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2016.
Audit
Committee:
Kevin
A. Pollack, Chair
Vito
J. Mangiardi
Jeffrey
N. Peterson
2016
Director Compensation
The
following table sets forth certain information regarding compensation earned or paid to the Company’s directors during fiscal
year 2016.
Name
|
|
Fees
Earned or Paid in Cash (1)
|
|
|
Stock
Awards (1)
|
|
|
Option
Awards
(2)(3)
|
|
|
Total
|
|
Vito
J. Mangiardi
|
|
$
|
40,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
40,000
|
|
Jeffrey
N. Peterson
|
|
|
60,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,000
|
|
Kevin
A. Pollack
|
|
|
40,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40,000
|
|
Michael
S. Urdea
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
50,000
|
|
Our
non-employee directors receive the following compensation for service as a director:
(1)
Each director received a quarterly stipend of $10,000 for attending meetings. Mr. Peterson received $15,000/quarter for attending
and leading meetings as the Chairman of the Board of Directors. There is no limit to the number of meetings that can be called
for of our Board of Directors or committees. Dr. Urdea received an additional $10,000 for his role as Chairman of the Scientific
Advisory Board in 2016.
(2)
Amounts shown do not reflect compensation received by the directors. Instead, the amounts shown are the aggregate grant date fair
value as determined pursuant to FASB ASC 718, Compensation-Stock Compensation. Please refer to Note 2, xiii, “Accounting
for Stock-Based Compensation” in the Notes to the Consolidated Financial Statements for the fiscal year ended December 31,
2016, for the relevant assumptions used to determine the valuation of stock option grants.
(3)
The following table shows the total number of outstanding stock options and stock awards as of December 31, 2016 that have been
issued as director compensation as described in item 1 above.
Name
|
|
Aggregate
Number of Stock Options Outstanding
|
|
|
|
|
|
Vito
J. Mangiardi
|
|
|
8,600
|
|
Jeffrey
N. Peterson
|
|
|
15,075
|
|
Kevin
A. Pollack
|
|
|
8,600
|
|
Michael
S. Urdea, Ph. D.
|
|
|
7,350
|
|
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
Summary Compensation Table below sets forth the total compensation paid or earned for the fiscal years ended December 31, 2016
and 2015 for: (i) each individual serving as our chief executive officer (“
CEO
”) or acting in a similar capacity
during any part of fiscal 2016; and (ii) the other two most highly paid executive officers (collectively, the “
Named
Executive Officers
”) who were serving as executive officers at the end of fiscal 2016.
Name
and Principal Position
|
|
Fiscal
Year
|
|
|
Salary(1)
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
Option
Awards(2)
|
|
|
Non-Qualified
Deferred Compensation Earning
|
|
|
All
other Compensation(3)
|
|
|
Total
|
|
Richard
T. Schumacher
|
|
|
2016
|
|
|
$
|
308,963
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
40,832
|
|
|
$
|
349,795
|
|
President,
CEO
|
|
|
2015
|
|
|
|
294,250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
343,000
|
|
|
|
-
|
|
|
|
16,098
|
|
|
|
653,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edmund
Ting, Ph.D
|
|
|
2016
|
|
|
|
207,100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,261
|
|
|
|
208,361
|
|
Senior
Vice President of Engineering
|
|
|
2015
|
|
|
|
197,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
35,672
|
|
|
|
-
|
|
|
|
1,216
|
|
|
|
234,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander
Lazarev, Ph.D
|
|
|
2016
|
|
|
|
173,561
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,736
|
|
|
|
181,297
|
|
Vice
President of Research and Development
|
|
|
2015
|
|
|
|
165,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,556
|
|
|
|
-
|
|
|
|
7,656
|
|
|
|
204,812
|
|
(1)
Salary refers to base salary compensation paid through our normal payroll process. No bonus was paid to any named executive officer
for 2016 or 2015.
(2)
Amounts shown do not reflect compensation received by the Named Executive Officers. Instead, the amounts shown are the aggregate
grant date fair value as determined pursuant to FASB ASC 718, Compensation-Stock Compensation. Please refer to Note 2, xiii, “Accounting
for Stock-Based Compensation” in the accompanying Notes to Consolidated Financial Statements for the fiscal year ended December
31, 2016, for the relevant assumptions used to determine the valuation of stock option grants.
(3)
“All Other Compensation” includes our Company match to the executives’ 401(k) contribution and premiums paid
on life insurance for the executives. Both of these benefits are available to all of our employees. In the case of Mr. Schumacher,
“All Other Compensation” also includes $8,474 in premiums we paid for a life insurance policy to which Mr. Schumacher’s
wife is the beneficiary. In 2016, Mr. Schumacher received $29,708 for unused earned time off. “All Other Compensation”
for Dr. Lazarev includes $6,000 paid to Dr. Lazarev in lieu of his participation in the medical benefit plan offered by the Company.
Outstanding
Equity Awards at Fiscal Year End
The
following table sets forth certain information regarding outstanding stock options awards for each of the Named Executive Officers
as of December 31, 2016.
|
|
Option
Awards
|
|
|
|
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
|
|
|
Option
Exercise
Price ($)
|
|
|
Option
Expiration
Date
|
Richard
T. Schumacher
|
|
|
2,500
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
3/12/2019
|
President,
CEO
|
|
|
500
|
|
|
|
-
|
|
|
$
|
30.00
|
|
|
9/9/2021
|
|
|
|
1,000
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
3/13/2022
|
|
|
|
2,500
|
|
|
|
-
|
|
|
$
|
12.00
|
|
|
5/14/2023
|
|
|
|
7,500
|
|
|
|
2,500
|
(2)
|
|
$
|
9.00
|
|
|
9/24/2024
|
|
|
|
13,889
|
|
|
|
27,795
|
(3)
|
|
$
|
12.00
|
|
|
12/31/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edmund
Y. Ting, Ph.D
|
|
|
400
|
|
|
|
-
|
|
|
$
|
30.00
|
|
|
9/25/2018
|
Senior
Vice President of Engineering
|
|
|
1,400
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
3/12/2019
|
|
|
|
500
|
|
|
|
-
|
|
|
$
|
30.00
|
|
|
9/9/2021
|
|
|
|
584
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
3/13/2022
|
|
|
|
1,800
|
|
|
|
-
|
|
|
$
|
12.00
|
|
|
5/14/2023
|
|
|
|
5,000
|
|
|
|
1,667
|
(2)
|
|
$
|
9.00
|
|
|
9/24/2024
|
|
|
|
1,445
|
|
|
|
2,889
|
(3)
|
|
$
|
12.00
|
|
|
12/31/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander
V. Lazarev, Ph.D
|
|
|
334
|
|
|
|
-
|
|
|
$
|
30.00
|
|
|
9/25/2018
|
Vice
President of Research & Development
|
|
|
1,167
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
3/12/2019
|
|
|
|
500
|
|
|
|
-
|
|
|
$
|
30.00
|
|
|
9/9/2021
|
|
|
|
500
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
3/13/2022
|
|
|
|
1,500
|
|
|
|
-
|
|
|
$
|
12.00
|
|
|
5/14/2023
|
|
|
|
3,750
|
|
|
|
1,250
|
(2)
|
|
$
|
9.00
|
|
|
9/24/2024
|
|
|
|
1,278
|
|
|
|
2,556
|
(3)
|
|
$
|
12.00
|
|
|
12/31/2025
|
(1)
|
All
unvested stock options listed in this column were granted to the Named Executive Officer pursuant to our 2005 Equity Incentive
Plan, our 2013 Equity Incentive Plan, and our 2015 Non-Qualified Stock Option Plan. All options expire ten years after the
date of grant. Unvested stock options become fully vested and exercisable upon a change of control of our company.
|
|
|
(2)
|
Options
to purchase shares of common stock were granted on September 24, 2014 to each of the
Named Executive Officers, of which 1/6th of the stock options will vest six months from
the date of grant while the remainder will vest monthly over the remaining three year
vesting period.
|
(3)
|
Options
to purchase shares of common stock were granted on December 31, 2015 to each of the Named Executive Officers, of which the
stock options will vest monthly from the date of grant over the three year vesting period.
|
Retirement
Plan
All
employees, including the named executive officers, may participate in our 401(k) Plan. Under the 401(k) Plan, employees may elect
to make before tax contributions of up to 60% of their base salary, subject to current Internal Revenue Service limits. The 401(k)
Plan does not permit an investment in our Common Stock. We match employee contributions up to 50% of the first 2% of the employee’s
earnings. Our contribution is 100% vested immediately.
Severance
Arrangements
Each
of Mr. Schumacher, Dr. Ting, Dr. Lazarev, and Dr. Lawrence, executive officers of the Company, are entitled to receive a severance
payment if terminated by us without cause. The severance benefits would include a payment in an amount equal to one year of such
executive officer’s annualized base salary compensation plus accrued paid time off. Additionally, the officer will be entitled
to receive medical and dental insurance coverage for one year following the date of termination.
Change-in-Control
Arrangements
Pursuant
to severance agreements with each of Mr. Schumacher, Dr. Ting, Dr. Lazarev and Dr. Lawrence, each such executive officers, is
entitled to receive a change of control payment in an amount equal to one year (other than Mr. Schumacher) of such executive officer’s
annualized base salary compensation, accrued paid time off, and medical and dental coverage, in the event of a change of control
of our company. In the case of Mr. Schumacher, his payment is equal to two years of annualized base salary compensation, accrued
paid time off, and two years of medical and dental coverage.
Pursuant
to our 2005 Equity Incentive Plan, 2013 Equity Incentive Plan and 2015 Nonqualified Plan, any unvested stock options held by a
named executive officer will become fully vested upon a change in control (as defined in the 2005 Equity Incentive Plan and the
2013 Equity Incentive Plan).
PROPOSAL
NO. 2
RATIFICATION
OF THE APPOINTMENT OF THE
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
You
are being asked to ratify the Board of Directors’ appointment of MaloneBailey LLP as our independent registered public accounting
firm for the fiscal year ending December 31, 2016. MaloneBailey LLP has served as the Company’s independent registered public
accounting firm since July 1, 2015. A representative of MaloneBailey LLP is expected to attend the Meeting and will have an opportunity
to make a statement and respond to appropriate questions.
Our
Bylaws do not require that our stockholders ratify the appointment of MaloneBailey LLP as our independent registered public accounting
firm. However, we are submitting the proposal for ratification as a matter of good corporate governance. If our stockholders do
not ratify the appointment, the Audit Committee will reconsider whether or not to retain MaloneBailey LLP. Even if the appointment
is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if the Audit Committee
determines that such a change would be in the best interests of the Company and its stockholders.
Vote
Required
The
affirmative vote of the holders of a majority of the votes cast at the Meeting is required for the approval of Proposal No. 2.
Board
Recommendation
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “
FOR
” PROPOSAL NO. 2, THE RATIFICATION OF
THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee appointed MaloneBailey LLP (“MaloneBailey”), an independent registered public accounting firm, to
audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2016. A representative of
MaloneBailey will be available during the Meeting to make a statement if such representative desires to do so and to respond to
questions.
Independent
Registered Public Accounting Fees
The
following is a summary of the fees billed to the Company by MaloneBailey, the Company’s independent registered public accounting
firm, for the fiscal year ended December 31, 2016 and 2015:
|
|
Fiscal
2016
Fees
|
|
|
Fiscal
2015
Fees
|
|
Audit
Fees
|
|
$
|
107,156
|
|
|
$
|
126,620
|
|
Audit-Related
Fees
|
|
|
-
|
|
|
|
20,354
|
|
Tax
and Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
107,156
|
|
|
$
|
146,974
|
|
Audit
Fees
. Consist of aggregate fees billed for professional services rendered for the audit of the Company’s consolidated
financial statements and review of the interim consolidated financial statements included in quarterly reports, as well as services
that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings
or engagements.
Audit-Related
Fees
. Consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of
the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”
Fees billed for 2015 fees were associated with the S-8 filing.
Audit
Committee Policy on Pre-Approval of Services
The
Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered
public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Pre-approval
is generally provided for up to one year. The Audit Committee may also pre-approve particular services on a case-by-case basis.
PROPOSAL
NO. 3
THE
ADJOURNMENT PROPOSAL
The
Meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are not
sufficient votes at the time of the Meeting to approve any of Proposal Nos. 1 through 2. The Meeting may be adjourned from time
to time to a date that is not more than 120 days after the original record date for the Meeting.
If,
at the Meeting, the number of shares of Common Stock present or represented and voting in favor of the approval of any of Proposal
Nos. 1 through 2 is not sufficient to approve that proposal, we currently intend to move to adjourn the Meeting in order to enable
our Board of Directors to solicit additional proxies for the approval of any of Proposal Nos. 1 through 2. In that event, we will
ask our stockholders to vote only upon the adjournment proposal, and not upon any of Proposal Nos. 1 through 2.
In
this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by our Board of Directors to vote
in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Meeting to another
time and place for the purpose of soliciting additional proxies. If the stockholders approve the adjournment proposal, we could
adjourn the Meeting and any adjourned session of the Meeting and use the additional time to solicit additional proxies, including
the solicitation of proxies from stockholders who have previously voted.
Vote
Required for Approval
If
the proposal to adjourn the Meeting for the purpose of soliciting additional proxies is submitted to the stockholders for approval,
such proposal will be approved by the affirmative vote of a majority of the votes cast at the Meeting.
Recommendation
of the Board
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “
FOR
” PROPOSAL NO. 3, AS TO THE ADJOURNMENT
OF THE MEETING IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE APPROVAL OF ANY OF PROPOSAL NOS. 1 THROUGH
2.
OTHER
MATTERS
Transactions
with Related Persons
None.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of
the Company’s Common Stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.
Based
solely on the Company’s review of the copies of such Forms and written representations from certain reporting persons, the
Company believes that all filings required to be made by the Company’s Section 16(a) reporting persons during the Company’s
fiscal year ended December 31, 2016 were made on a timely basis.
Other
Proposed Action
The
Board of Directors knows of no matters which may come before the Meeting other than the matters described in this proxy statement.
However, if any other matters should properly be presented to the Meeting, the persons named as proxies shall have discretionary
authority to vote the shares represented by the accompanying proxy in accordance with their own judgment.
Stockholder
Proposals
Proposals
which stockholders intend to present at the Company’s 2018 Annual Meeting of Stockholders (“2018 Annual Meeting”)
and wish to have included in the Company’s proxy materials pursuant to Rule 14a-8 promulgated under the Exchange Act, must
be received by the Company no later than July 7, 2018. If the date of next year’s annual meeting is moved by more than 30
days before or after the anniversary date of this year’s annual meeting, then the deadline for inclusion of a stockholder
proposal in the Company’s proxy materials is instead a reasonable time before the Company begins to print and send its proxy
materials for that meeting.
Stockholders
who wish to make a proposal at the Company’s 2018 Annual Meeting, other than one that will be included in the Company’s
proxy materials, should notify the Company no later than December 6, 2018 (assuming the meeting is held on December 21, 2018),
unless the date of next year’s annual meeting is moved by more than 30 days before or after the anniversary date of this
year’s annual meeting, in which case the notice must be received a reasonable time before the Company sends its proxy materials
for that meeting. If a proponent who wishes to present such a proposal at the 2018 Annual Meeting fails to notify the Company
by the proper date, the proxies solicited by the Board of Directors, with respect to such 2018 Annual Meeting, may grant discretionary
authority to the proxies named therein, to vote with respect to such matter if such matter is properly brought before the 2018
Annual Meeting. If a stockholder makes a timely notification, the proxies may still exercise discretionary authority under circumstances
consistent with the proxy rules of the SEC.
Stockholders
may make recommendations to the Nominating Committee of candidates for its consideration as nominees for director at the 2018
Annual Meeting by submitting the name, qualifications, experience, and background of such person, together with a statement signed
by the nominee in which he or she consents to act as such, to the Nominating Committee, c/o Clerk, Pressure BioSciences, Inc.,
14 Norfolk Avenue, South Easton, MA 02375. Generally, under the Company’s Bylaws, notice of such recommendations must be
submitted in writing not later than 90 days prior to the anniversary date of the immediately preceding annual meeting or special
meeting in lieu thereof and must contain specified information and conform to certain requirements set forth in the Company’s
Bylaws. The Company will accept from stockholders recommendations for nominees for director to be considered in connection with
the 2018 Annual Meeting no later than September 22, 2018 (assuming the meeting is held on December 21, 2018). In addition, any
persons recommended should at a minimum meet the criteria and qualifications referred to in the Nominating Committee’s charter,
a copy of which may be obtained from the Company by written request sent to its principal executive offices. The Nominating Committee
may refuse to acknowledge the nomination of any person not made in compliance with the procedures set forth herein or in the Company’s
Bylaws.
Incorporation
by Reference
To
the extent that this Proxy Statement has been or will be specifically incorporated by reference into any filing by the Company
under the Securities Act of 1933, as amended, or the Exchange Act, the section of the Proxy Statement entitled “Audit Committee
Report” shall not be deemed to be so incorporated, unless specifically otherwise provided in any such filing.
Additional
Copies of our Annual Report on Form 10-K
Additional
copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and as filed with the SEC,
are available to stockholders without charge upon written request addressed to Clerk, Pressure BioSciences, Inc., 14 Norfolk Avenue,
South Easton, MA 02375.
PROXY
PRESSURE
BIOSCIENCES, INC.
The
undersigned hereby appoints Dr. Nathan Lawrence or Ms. Maria Luna, acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the Special Meeting in Lieu of Annual Meeting of Stockholders of Pressure BioSciences,
Inc. to be held on December 21, 2017 and at any adjournment(s) or postponement(s) thereof, with all power which the undersigned
would possess if personally present, and to vote all shares of stock which the undersigned may be entitled to vote at said meeting
upon the matters set forth in the Notice of and Proxy Statement for the Meeting in accordance with the following instructions
and with discretionary authority upon such other matters as may come before the Meeting. All previous proxies are hereby revoked.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEE AS DIRECTOR AND FOR PROPOSALS 2, and 3, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT.
(IMPORTANT
- TO BE SIGNED AND DATED ON THE REVERSE SIDE)
[X]
Please indicate your vote below, as in this example.
The Board of Directors recommends a vote
“FOR” the election of the nominees as directors, and “FOR” Proposals No. 2 and 3.
1.
To elect the following nominee as Class III Director:
|
For
|
Withhold
|
Richard
T.
Schumacher
|
[ ]
|
[ ]
|
2.
To ratify the appointment of MaloneBailey LLP as the Company’s independent registered public accounting firm for 2017.
|
[ ]
|
FOR
|
|
[ ]
|
AGAINST
|
|
[ ]
|
ABSTAIN
|
3.
To consider and vote on a proposal to approve the adjournment of the Meeting, if necessary or appropriate, to solicit additional
proxies, in the event that there are not sufficient votes at the time of such adjournment to approve any of Proposal Nos. 1 through
2.
|
[ ]
|
FOR
|
|
[ ]
|
AGAINST
|
|
[ ]
|
ABSTAIN
|
|
[ ]
|
MARK
HERE FOR ADDRESS CHANGE AND NOTE SUCH CHANGE AT LEFT
|
(Signatures
should be the same as the name printed hereon. Executors, administrators, trustees, guardians, attorneys, and officers of corporations
should add their titles when signing).
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