Current Report Filing (8-k)
February 05 2020 - 9:20AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 31, 2020
PRESSURE
BIOSCIENCES, INC.
(Exact
name of Registrant as specified in its charter)
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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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:
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. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement.
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On January 31, 2020, Pressure BioSciences, Inc. (the “Company”)
entered into an Amendment to the Standstill and Forbearance Agreements (the “Amendment”) with twelve (12) lenders (the
“Lenders”) who hold convertible promissory notes with a total principal of $2,625,066 (the “Notes”). Pursuant
to the Amendment, the Lenders agreed to not convert any portion of the Notes into shares of the Company’s common stock until
March 3, 2020, and to waive, through March 2, 2020, any Company defaults under the Notes, if any occur. The Company offered the
Lenders a cash fee or shares of the Company’s common stock with a Securities Act restrictive legend in connection with the
Lenders’ entrance into the Amendment. The Lenders have until March 2, 2020 to choose the cash fee, the stock fee, or a combination
of both after which date the shares will be issued and the cash will be paid.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by its full text, the form of which will be filed as an exhibit to the Company’s
Annual Report on Form 10-K covering the fiscal year that ended on December 31, 2019.
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 on or about March 2,
2020 will not be registered under the Securities Act, but will qualify for exemption under Section 4(a)(2) of the Securities Act.
The securities will be exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities
by the Company will 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 Lenders had the necessary investment intent as required
by Section 4(a)(2) of the Securities Act since the Lenders agreed to, and will receive, 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
will 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.
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:
February 5, 2020
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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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Pressure Biosciences (QB) (USOTC:PBIO)
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