PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) Files An 8-K Entry into a Material Definitive Agreement
Securities Purchase Agreement and Convertible Note
On March 27, 2019, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) by and between the Company and Crown Bridge Partners, LLC (the “Purchaser”) to sell Convertible Promissory Notes (each a “Note”) in the principal amount of up to $154,500, with a purchase price of up to $141,000. The Purchaser purchased the first Note on April 17, 2019 for an aggregate amount of $47,000. (the “First Tranche”) The Note has a maturity date of twelve (12) months from each funding date, or April 17, 2020 with respect to the first Note. Each Note has an interest rate of 12% and a default interest rate of 15%. The Note is convertible into our common stock at a conversion price equal to 60% of the lowest trading price during the last twenty (20) trading days prior to the conversion date. The above stated transaction was reported in Premier’s April 17, 2019 Form 8-K.
On July 8, 2019, to the Securities Purchase Agreement, the Purchaser purchased the second Note for an aggregate amount of $32,900. (the “Second Tranche”) The Note has a maturity date of twelve (12) months from each funding date, or July 8, 2020 with respect to the second Note. Each Note has an interest rate of 12% and a default interest rate of 15%. The Note is convertible into our common stock at a conversion price equal to 60% of the lowest trading price during the last twenty (20) trading days prior to the conversion date.
We must reserve shares of our authorized common stock equal to four times the number of shares issuable upon full conversion of the Note, initially 26,580,645 shares. The Note can be prepaid by us at any time for a cash amount equal to the sum of the then outstanding principal amount of the note and interest multiplied by a prepayment percentage that ranges from as low as 125% to as high as 150%, depending on when we prepay the Note.
The Note limits the Purchaser to beneficial ownership of our common stock of no more than 4.99%. The Purchaser has the right to receive any dividend or distribution of assets as if the Note had been fully converted on the applicable record date.
The Purchase Agreement and Note also contain customary representations and warranties made by the Company and by the Purchaser. The Purchase Agreement and Note also contain other certain terms and conditions which are common in such agreements, and reference is made herein to the text of the Purchase Agreement and Note which will be filed in our next Quarterly Report on Form 10-Q.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sale of Equity Securities.
The disclosure in Item 1.01 above regarding the issuance of securities in the Sale is incorporated herein by reference.
The sale of the Note to the Purchase Agreement and in the transaction described above was offered and sold in reliance on an exemption from registration to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D. The Purchaser has represented that it is an accredited investor, as defined in Regulation D, and has acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.
About PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI)
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.
