PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement
On March 30, 2017, we entered into a Securities Purchase
Agreement (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) to sell our common stock and
warrants at a fixed price. to the Purchase Agreement, we received
from the Purchasers an aggregate of $300,000 in exchange for
40,000,002 shares of our common stock, warrants to purchase up to
40,000,002 shares of our common stock at an exercise price of
$0.03 (Series A Warrants) and warrants to
purchase up to 40,000,002 shares or our common stock at an
exercise price of $0.05 (Series B Warrants).
Both the Series A Warrants and Series B Warrants issued to the
Purchase Agreement are exercisable immediately upon receipt and
have a term of three years.
The exercise prices of the Series A Warrants and the Series B
Warrants have been structured in such a way to only provide value
to the Purchasers, or be in the money and exercised, if our stock
price appreciates. In addition, the warrants do not contain
cashless exercise provisions as long as we have an effective
registration statement on file. Therefore, should the Purchasers
elect to exercise these warrants when our stock price increases
in excess of the exercise price, we will receive additional
capital upon payment of the exercise price. We believe these
terms to be more favorable than those in prior financings. These
transactions will provide us with a strong source of capital as
we begin to grow our revenue with sales of our newly established
products as well as those that we plan to launch this year.
The Purchasers will buy additional shares of our common stock and
warrants for $150,000 within five trading days of our filing a
registration statement to cover the Purchasers shares of common
stock purchased to the Purchase Agreement, including shares of
common stock issued or issuable upon exercise of the warrants
(the Second Closing). Within five trading days
of the registration statement being declared effective, we will
receive another $150,000 from the Purchasers in exchange for
shares or our common stock and warrants (the Third
Closing).
The per share purchase price of the Second Closing and Third
Closing will be the lesser of (i) $0.02, subject to certain
adjustments for stock splits and other similar transactions, or
(ii) 50% of the closing price on the trading day immediately
prior to the date of sale. The total number of shares to be sold
in the Second Closing and Third Closing will be determined by
dividing the total purchase amount of each closing (i.e.,
$150,000) by the per share purchase price.
In each of the Second Closing and Third Closing, Series A
Warrants and Series B Warrants will be issued to the Purchasers,
both in an amount equal to the number of shares of common stock
issued in the closing.
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The Purchase Agreement limits each Purchaser to beneficial
ownership of our common stock of no more than 9.99%. The
Purchasers also have certain anti-dilution rights in the Purchase
Agreement for a period of 12 months. These rights allow the
Purchasers to exchange their shares of common stock received to
the Purchase Agreement for additional shares on the same terms
and conditions of a subsequent financing.
Registration Rights Agreement
On March 30, 2017, we entered into a Registration Rights
Agreement with the Purchasers in connection with the Purchase
Agreement. In the Registration Rights Agreement, we agreed to
prepare and file a registration statement with the Securities and
Exchange Commission covering the resale of all of the shares of
common stock sold to the Purchasers and the shares issuable upon
exercise of the Series A Warrants and Series B Warrants. We
agreed to file an initial registration statement as promptly as
possible and have it declared effective no later than June 28,
2017 (or July 28, 2017 if the registration statement is reviewed
by the Securities and Exchange Commission) and keep it
continuously effective until the securities are sold or may be
sold under Rule 144 of the Securities Act without volume or
manner-of-sale restrictions. If all of the securities cannot be
registered on one registration statement, we agreed to file
subsequent registration statements to register the remaining
securities as promptly as allowed.
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, Series A Warrants
and Series B Warrants was 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 the investor is
an accredited, sophisticated investor.
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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. PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) Recent Trading Information
PREMIER BIOMEDICAL, INC. (OTCMKTS:BIEI) closed its last trading session up +0.0003 at 0.0172 with shares trading hands.