PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Conversion of Series D Preferred Stock
Pressure BioSciences, Inc. (the Company) plans on conducting a
registered offering of units consisting of shares of the Companys
common stock and warrants to purchase shares of the Companys
common stock (the Offering). The Company has filed a Registration
Statement on Form S-1, as amended most recently on June 16, 2017,
with regard to the Offering.
On June 16, 2017, the Company entered into a letter agreement
with a private investor (the BG Preferred Stock Letter
Agreement), whereby the private investor agreed to convert 75
shares of Series D Preferred Stock (the BG Preferred Stock) of
the Company owned by him into common stock of the Company. to the
BG Preferred Stock Letter Agreement, the BG Preferred Stock will
automatically convert upon consummation of the Offering into
6,250 restricted shares of the Companys common stock and warrants
to purchase 9,945 shares of the Companys common stock with an
exercise price of $8.40 substantially in the form of the warrants
to be included in the Offering except such warrants will be
restricted securities and will not publicly trade on the NASDAQ
Capital Market (NASDAQ). As an inducement to enter into the BG
Preferred Stock Letter Agreement, the private investor will
receive 3,750 restricted shares of common stock upon the closing
of the Offering. The private investor has entered into a lock-up
agreement prohibiting the sale or other transfer of all
securities of the Company owned by him for a period of 90 days
from the closing of the Offering.
Conversion of Convertible Debentures
On June 16, 2017, the Company entered into letter agreements
(together the Debenture Holder Letter Agreements), as amended,
with 34 investors (each a Debenture Holder and together the
Debenture Holders) holding convertible debentures (collectively
the Debentures) and warrants to purchase common stock (the
Debenture Warrants) whereby the Debenture Holders agreed to
convert all monies due them under the Debentures into restricted
shares of common stock (the Debenture Conversion Shares), all
contingent upon the completion of the Offering. As of March 31,
2017, the Debenture Holders were due the aggregate sum of
$1,587,706, including principal and interest. This sum, along
with the additional interest due from April 1 through the date of
the consummation of the Offering, is referred to herein as the
Debenture Obligation. to the Debenture Holder Letter Agreements,
the Debenture Obligation will automatically convert upon
consummation of the Offering into the Debenture Conversion Shares
at a price equal to the lower of $8.40 or the price per share
paid by investors in the Offering. The Debenture Holders will be
issued amended Debenture Warrants such that the exercise price
will be the same as the exercise price of the warrants being
included in the Offering and the Debenture Warrants will no
longer have a Subsequent Equity Sales provision that lowers the
exercise price of the Debenture Warrants upon any future dilutive
issuance of shares. As a result of the foregoing, the Company
will issue at least 254,440 Debenture Conversion Shares for
principal and interest through March 31, 2017 upon the
consummation of the Offering in consideration of the conversion
of their Debenture Obligation assuming a conversion price of
$6.24, based on the closing price of the common stock on June 15,
2017. Each person entering into the Debenture Holder Letter
Agreements have entered into lock-up agreements prohibiting the
sale or other transfer of any securities of the Company owned by
such persons for a period of 3 months except for 5,262 shares of
unrestricted common stock the Debenture Holders own as of the
date of their letter agreements due to issuances by the Company
of interest earned on the Debenture in the form of payment in
kind shares of common stock.
On June 16, 2017, the Company entered into letter agreements
(together the Debenture and Fall 2016 Holder Letter Agreements),
with two (2) investors (each a Debenture and Fall 2016 Holder and
collectively the Debenture and Fall 2016 Holders). The Debenture
and Fall 2016 Holders invested in both the Companys offering of
the Debentures and Debenture Warrants as well as the Companys
offering of restricted common stock and common stock purchase
warrants (the Fall 2016 Warrants). to the Debenture and Fall 2016
Holder Letter Agreements, the Debenture and Fall 2016 Holders
agreed to convert all monies due them under the Debentures into
restricted shares of common stock (the Debenture and Fall 2016
Conversion Shares) contingent upon the completion of the
Offering. As of March 31, 2017, the Debenture and Fall 2016
Holders were due the aggregate sum of $779,930, including
principal and interest. This sum, along with the additional
interest due from April 1 through the date of the consummation of
the offering, is referred to herein as the Debenture and Fall
2016 Obligation. As an inducement to enter into the Debenture and
Fall 2016 Holder Letter Agreements, the Debenture and Fall 2016
Holders will receive an aggregate of 17,334 shares of the
Companys common stock. to the Debenture and Fall 2016 Holder
Letter Agreements, the Debenture and Fall 2016 Obligation will
automatically convert upon consummation of the Offering into the
Debenture and Fall 2016 Conversion Shares at a price equal to the
lower of $8.40 or the price per share paid by investors in the
Offering and their Debenture Warrants will be amended to reflect
an exercise price equal to the lower of $12.00 or the exercise
price per share of the warrants sold in the Offering. In
addition, the Debenture Warrants will no longer have a Subsequent
Equity Sales provision that lowers the exercise price of the
Debenture Warrants upon any future dilutive issuance of shares.
Additionally, the Fall 2016 Warrants shall be amended to reflect
an exercise price equal to the lower of $12.00 or the exercise
price per share of the warrants sold in the Offering. As a result
of the foregoing, the Company will issue at least 124,989
Debenture and Fall 2016 Conversion Shares for principal and
interest through March 31, 2017 to the Debenture and Fall 2016
Holders upon the consummation of the Offering in consideration of
the conversion of their Debenture Obligation assuming a
conversion price of $6.24, based on the closing price of the
Companys common stock on June 15, 2017. Each person entering into
the Debenture and Fall 2016 Holder Letter Agreements have entered
into lock-up agreements prohibiting the sale or other transfer of
any securities of the Company owned by such persons for a period
of 3 months except for 2,287 shares of unrestricted common stock
the Debenture and Fall 2016 Holders own as of the date of their
letter agreements due to issuances by the Company of interest
earned on the Debenture in the form of payment in kind shares of
common stock.
On June 16, 2017, the Company entered into a letter agreement
(the Accredited Investor Letter Agreement together with the
Debenture Holder Letter Agreement and Debenture and Fall 2016
Letter Agreement, the Letter Agreements) with an accredited
investor (the Accredited Investor). The Accredited Investor
currently holds Debentures to which he is owed, as of March 31,
2017, principal and interest equal to $4,741,609. This sum, along
with the additional interest due from April 1 through the date of
the consummation of the offering, is referred to herein as the
Accredited Investor Debenture Obligation. The Accredited Investor
also currently holds (i) Debenture Warrants, (ii) Fall 2016
Warrants, (iii) a promissory note issued in his favor in October
2016 in the principal amount of $3,000,000 (the Line of Credit
Obligation) and warrants to purchase common stock in connection
therewith (the Line of Credit Warrants), and (iv) shares of the
Companys Series D, Series G, Series J, Series K, Series H1, and
Series H2 Preferred Stock (collectively, the Preferred Stock). to
the letter agreement, the Accredited Investor agreed to convert
all shares of Preferred Stock, into 493,557 shares of the
Companys common stock. The Accredited Investor Debenture
Obligation will automatically convert upon consummation of the
Offering into 759,874 shares at a price equal to the lower of
$8.40 or the price per share paid by investors in the Offering.
The Line of Credit Obligation will automatically convert upon
consummation of the Offering into shares at a conversion price
equal to 80% of the price per share of common stock paid by
investors in the Offering along with a new warrant substantially
similar to the warrants being included in the Offering, except
such new warrants will have a cashless exercise provision, and
will have an exercise price equal to 80% of the exercise price
per share of the warrants issued to the investors in the
Offering, will be restricted securities, and will not trade on
NASDAQ. As inducement to enter into the Accredited Investor
Letter Agreement, the Accredited Investors Debenture Warrants,
the Fall 2016 Warrants, and the Line of Credit Warrants shall be
amended such that the exercise price of such warrant shall be the
lower of $12.00 and the exercise price of the warrants being sold
to investors in the Offering. In addition, the Debenture Warrants
will no longer have a Subsequent Equity Sales provision that
lowers the exercise price of the Debenture Warrants upon any
future dilutive issuance of shares. The Accredited Investor will
also be issued new warrants to purchase 29,833 shares of common
stock at an exercise price of $8.40 substantially in the form of
the warrants being sold to investors in the Offering, except such
warrants will be restricted securities and will not publicly
trade on NASDAQ. The Accredited Investor has entered into a
lock-up agreement prohibiting the sale or other transfer of any
securities of the Company owned by such person, with the
exception of 31,070 shares of restricted common stock previously
issued, for a period of 6 months.
As an added inducement for investors to enter into the Letter
Agreements, the Company agreed that until the earlier of (i)
twelve (12) months after the closing of the Offering in the event
that the Company raises at least $11,000,000 by virtue of the
sale of securities thereunder or (ii) ten (10) months after the
closing of the Offering in the event that the Company raises less
than $11,000,000 by virtue of the sale of the Companys securities
hereunder; the Company shall not issue or sell common stock, or
grant any option to purchase, or sell or grant any right to
reprice, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any
common stock (including to the terms of any outstanding
securities issued prior to the date hereof (including, but not
limited to, warrants, convertible notes, or other agreements) or
any security entitling the holder thereof to acquire common
stock, including, without limitation, any debt, preferred stock,
right, option, warrant or other instrument that is convertible
into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive common stock (a Common Stock
Equivalent) at an effective price per share less than price per
share of common stock sold in the Offering without the prior
written consent of the Debenture Holders who hold at least 80% of
the shares represented by the as-converted Debentures as of May
30, 2017, which such consent shall not be unreasonably withheld;
provided however, that such issuances will not apply to Excepted
Issuances. Excepted Issuance means (i) the Companys issuance of
common stock in full or partial consideration in connection with
a strategic merger, acquisition, consolidation or purchase of
substantially all of the securities or assets of a corporation or
other entity, so long as such issuances are not for the purpose
of raising capital, (ii) the Companys issuances of common stock
or the issuances or grants of options to purchase common stock to
employees, directors, and consultants, to the Companys stock
option plan at or above fair market value, or (iii) securities
upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into shares of
common stock issued and outstanding as of June 15, 2017.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 10.1* | BG Preferred Stock Letter Agreement, dated June 16, 2017 | |
| 10.2* |
Form of Debenture Holder Letter Agreement, dated June 16, 2017 |
|
| 10.3* |
Form of Debenture and Fall 2016 Holder Letter Agreement, dated June 16, 2017 |
|
| 10.4* | Accredited Investor Letter Agreement, dated June 16, 2017 |
*filed herewith
PRESSURE BIOSCIENCES INC ExhibitEX-10.1 2 ex10-1.htm June 8,…To view the full exhibit click here 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.