PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) Files An 8-K Entry into a Material Definitive Agreement

PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement

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Addendum No. 2 to the Securities Purchase Agreement

On November 28, 2017, we entered into Addendum No. 2 ( “Addendum No. 2”), dated November 20, 2017, of the Securities Purchase Agreement dated March 30, 2017 (as modified by an Addendum dated May 24, 2017 (“Addendum No. 1”) and an Amendment dated August 8, 2017 (the “Amendment”) and, collectively, the “Purchase Agreement”) by and between the Company and each of The Special Equities Group, LLC, RDW Capital LLC, and DiamondRock, LLC (each a “Purchaser” and collectively, the “Purchasers”).

On March 30, 2017, we received $300,000 from the Purchasers through the sale of stock and warrants (the “First Closing”). The Purchasers next purchased $150,000 of common stock and warrants in a second tranche on May 30, 2017 (the “Second Closing”). On August 8, 2017, we amended the Purchase Agreement and exchanged convertible notes with the investors for the warrants issued in the first tranche and the common stock issued in the second tranche, and we cancelled the shares issued in the first tranche and the warrants issued in the second tranche. We also amended the Purchase Agreement on that date. And finally, on October 30, 2017, the investors purchased an additional $150,000 of our convertible notes (the “Third Closing”).

Addendum No. 2 restores a provision to the Purchase Agreement that the parties mistakenly deleted in the Amendment. This provision, made effective by Addendum No. 2, restores the issuance of additional shares of common stock promised to the Purchasers in exchange for their funding commitments when the Purchase Agreement was originally signed.

Additional shares of common stock will be issued on each date that is eight (8) months after each of the First Closing, Second Closing and Third Closing. The number of additional shares to be issued on each of these dates is equal to (i) the Purchaser’s subscription amount on the applicable closing date divided by the Adjusted Per Share Purchase Price less (ii) the shares of common stock issued on the applicable closing date. The “Adjusted Per Share Purchase Price” is equal to 50% of the average of the closing bid prices for the three (3) lowest trading days during the eight (8) month period following the applicable closing date.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities

The disclosure under item 1.01 above is incorporated herein by reference. The sale of shares of common stock, if conducted to the Purchase Agreement and Addendum No. 2, will be a transaction exempt from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933. No general solicitation was made either by the Company or any person acting on its behalf, and each investor is an accredited, sophisticated investor.


Premier Biomedical, Inc. is a research-based company that intends to discover and develop medical treatments for humans, specifically focusing the treatment of Cancer, Multiple Sclerosis (MS), Neuropathic Pain, Amyotrophic Lateral Sclerosis (ALS/Lou Gehrig’s Disease), Fibromyalgia, Traumatic Brain Injury (TBI), Alzheimer’s disease (AD), and Blood Sepsis and Viremia. The Company intends to develop its Sequential-Dialysis Technique, to target Cancer, Alzheimer’s disease, ALS, Blood Sepsis, Leukemia and other life-threatening cancers. The Sequential-Dialysis Technique is a methodology for the removal of those molecules, which are harmful and responsible for causing diseases. Its Sequential-Dialysis Technique method removes those excitatory neural transmitters that cause the death of those cells. It also intends to develop Feldetrex, a candidate drug, for the treatment of MS, Fibromyalgia and TBI. Feldetrex utilizes a low dosage of Naltrexone to increase endogenous enkephalins10.

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