Item
1.01 Entry into a Material Definitive Agreement.
On
May 14, 2018, as previously described in Note 8 to the unaudited financial statements for the period ended March 31, 2018 included
in the Quarterly Report on Form 10-Q (the “10-Q”) of Pressure BioSciences, Inc. (the “Company”) filed
with the Securities and Exchange Commission on May 15, 2018, Pressure BioSciences, Inc. (the “Company”) entered into
letter agreements (the “Letter Agreements”) with certain individuals and/or entities holding debt (the “Debt”)
of the Company (the “Debt Holders”). Pursuant to the Letter Agreements, the Debt Holders agreed to convert the amounts
currently owed to them by the Company, with the exception of those amounts in interest and fees the Debt Holders waived, into
shares of the Company’s Series AA Convertible Preferred Stock (the “Series AA Preferred”) at a price per share
equal to $2,500, the Liquidation Preference Amount (as defined in the Series AA Preferred Certificate of Designations) of the
Series AA Preferred. As previously described in the 10-Q, on May 14, 2018, a total of $6,389,634 in principal and original issue
discount due to the Debt Holders pursuant to certain debentures were converted into 2,557 shares of Series AA Convertible Preferred
Stock with a conversion price of $2.50 per share.
On June 11, 2018, the Company entered into
additional Letter Agreements. A total of $6,283,000 in principal and/or original issue discount due to the Debt Holders pursuant
to certain debentures and other loan documents were converted into 2,513 shares of Series AA Convertible Preferred Stock with a
conversion price of $2.50 per share. In addition, a total of $437,582 of interest was converted into shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”) on June 11, 2018.
In addition, the Debt Holders waived $520,680
of interest and fees owed to them.
In total, to date, the aggregate amount of
Debt the Company extinguished as a result of entering into the Letter Agreements is $13,630,896.
As consideration for extinguishing the Debt,
the Company issued the Debt Holders five-year warrants to purchase shares of the Common Stock (the “Warrants”) in the
amount equal to 100% of the number of shares of Common Stock issuable upon conversion of the Series AA Convertible Preferred Stock
shares received as a result of the Debt conversions. The Warrants have an exercise price of $3.50 per share, subject to adjustment.
The Company also, pursuant to a price protection
provision, amended warrants to purchase Common Stock held by certain of the Debt Holders entered into between July 22, 2015 and
March 31, 2016 (the “August 2015 Warrants”) as first disclosed in the Company’s Current Report on Form 8-K filed
on July 28, 2015. The Company amended the August 2015 Warrants to have an exercise price of $3.50 per share.
The Company also, pursuant to a price protection provision, amended warrants to purchase Common Stock (the
“Line of Credit Warrants”) held by a certain Debt Holder and issued in connection with the Company’s entrance
into a Promissory Note in the aggregate principal amount of up to $2,000,000, as since amended to $4,000,000, as first disclosed
in the Company’s Current Report on Form 8-K filed on November 3, 2016. The Company lowered the Line of Credit Warrants’
exercise price from $12.00 per share to $3.50 per share.
The
foregoing description of the terms of the Letter Agreements, August 2015 Warrants, Line of Credit Warrants, and Warrants does
not purport to be complete and are qualified in their entirety by the complete text of the documents, forms of which are attached
as Exhibit 10.1, 10.2 and 10.3 and 4.1, 4.2 and 4.3 respectively, to this Current Report on Form 8-K.