PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of CFO
On February 13, 2019, Mr. Joseph L. Damasio Jr., Vice President of Finance and Chief Financial Officer (“CFO”) of Pressure BioSciences, Inc. (the “Company”) informed the Company that he was resigning as CFO effective February 22, 2019.
Appointment of Acting CFO
On February 13, 2019, the Company appointed Mr. Richard P. Thomley as the Company’s Acting Chief Financial Officer.
Richard Thomley, age 67, was the Company’s Acting CFO from September 2013 through November 6, 2015 and was an independent financial consultant to the Company from March 2013 through September 2013. Prior to March 2013, Mr. Thomley was the Director of Finance of Kiva Systems, Inc. from June 2007 until January 2012. Mr. Thomley was the Chief Accounting Officer at Spire Corp. from January to June 2007. Mr. Thomley served as the Corporate Controller for Implant Sciences, Inc. from November 2004 until January 2007. Mr. Thomley was Chief Financial Officer at SynQor, Inc. from July 2000 to November 2004. Mr. Thomley has also held senior management positions in finance at Genesis Technical and Financial, Catamount Manufacturing, Inc., ChemDesign Corp., and Ansul Fire Protection Co. He has over 30 years of experience in U.S. GAAP accounting, internal management, financial reporting and analysis, and SEC reporting. Mr. Thomley is a Certified Public Accountant.
Family Relationships
There are no family relationships between Mr. Thomley and any other executive officer or member of the board of directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Thomley reportable under Item 404(a) of Regulation S-K.
Material Plans, Contracts, or Arrangements
The Company does not have a written employment agreement with Mr. Thomley, however, the Company has orally agreed to pay Mr. Thomley $100 per hour for his services. Mr. Thomley is expected to devote approximately fifty (50) hours per month to oversee the Company’s financial and administrative operations.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On February 14, 2019, the Company filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Articles of Amendment to the Company’s Restated Articles of Organization, as amended, an amended designation of shares of the Series AA Convertible Preferred Stock (the “Certificate of Designation”). The information in Exhibit 3.1 of this Current Report on Form 8-K is incorporated herein by this reference.
With the exception of one provision, the Certificate of Designation filed on February 14, 2019 is identical to the one filed on May 1, 2018. The Certificate of Designation filed on February 14, 2019 deletes the words “on the original Issue Date of this Warrant” from the definition of Exempt Issuance in Section 5(h) and replaces them with the words “on May 1, 2018.”
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
PRESSURE BIOSCIENCES INC Exhibit
EX-3.1 2 ex3-1.htm CERTIFICATE OF DESIGNATION OF SERIES aa CONVERTIBLE PREFERRED STOCK OF PRESSURE BIOSCIENCES,…
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About PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO)
Pressure BioSciences, Inc. is focused on solving the problems inherent in biological sample preparation. The Company has developed and patented a technology platform that can control the sample preparation process. This process, called pressure cycling technology (PCT), uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels, such as approximately 35,000 pounds per square inch (psi) or greater to control the actions of molecules in biological samples, such as cells and tissues from human, animal, plant and microbial sources. Its laboratory instrument, the Barocycler, and its consumables product line, which include its Pressure Used to Lyse Samples for Extraction (PULSE) tubes, and other processing tubes, and application specific kits, such as consumable products and reagents, together make up its PCT Sample Preparation System (PCT SPS). The Company is also the distributor for the Constant Systems cell disruption equipment, parts, and consumables.