PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On May 14, 2018, as previously described in Note 8 to the unaudited financial statements for the period ended March 31, 2018 included in the Quarterly Report on Form 10-Q (the “10-Q”) of Pressure BioSciences, Inc. (the “Company”) filed with the Securities and Exchange Commission on May 15, 2018, Pressure BioSciences, Inc. (the “Company”) entered into letter agreements (the “Letter Agreements”) with certain individuals and/or entities holding debt (the “Debt”) of the Company (the “Debt Holders”). to the Letter Agreements, the Debt Holders agreed to convert the amounts currently owed to them by the Company, with the exception of those amounts in interest and fees the Debt Holders waived, into shares of the Company’s Series AA Convertible Preferred Stock (the “Series AA Preferred”) at a price per share equal to $2,500, the Liquidation Preference Amount (as defined in the Series AA Preferred Certificate of Designations) of the Series AA Preferred. As previously described in the 10-Q, on May 14, 2018, a total of $6,389,634 in principal and original issue discount due to the Debt Holders to certain debentures were converted into 2,557 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share.
On June 11, 2018, the Company entered into additional Letter Agreements. A total of $6,283,000 in principal and/or original issue discount due to the Debt Holders to certain debentures and other loan documents were converted into 2,513 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share. In addition, a total of $437,582 of interest was converted into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on June 11, 2018.
In addition, the Debt Holders waived $520,680 of interest and fees owed to them.
In total, to date, the aggregate amount of Debt the Company extinguished as a result of entering into the Letter Agreements is $13,630,896.
As consideration for extinguishing the Debt, the Company issued the Debt Holders five-year warrants to purchase shares of the Common Stock (the “Warrants”) in the amount equal to 50% of the number of shares of Common Stock issuable upon conversion of the Series AA Convertible Preferred Stock shares received as a result of the Debt conversions. The Warrants have an exercise price of $3.50 per share, subject to adjustment.
The Company also, to a price protection provision, amended warrants to purchase Common Stock held by certain of the Debt Holders entered into between July 22, 2015 and March 31, 2016 (the “August 2015 Warrants”) as first disclosed in the Company’s Current Report on Form 8-K filed on July 28, 2015. The Company amended the August 2015 Warrants to have an exercise price of $3.50 per share.
The Company also, to a price protection provision, amended warrants to purchase Common Stock (the “Line of Credit Warrants”) held by a certain Debt Holder and issued in connection with the Company’s entrance into a Promissory Note in the aggregate principal amount of up to $2,000,000, as since amended to $4,000,000, as first disclosed in the Company’s Current Report on Form 8-K filed on November 3, 2016. The Company lowered the Line of Credit Warrants’ exercise price from $12.00 per share to $3.50 per share.
The foregoing description of the terms of the Letter Agreements, August 2015 Warrants, Line of Credit Warrants, and Warrants does not purport to be complete and are qualified in their entirety by the complete text of the documents, forms of which are attached as Exhibit 10.1, 10.2 and 10.3 and 4.1, 4.2 and 4.3 respectively, to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The issuance of the Series AA Preferred and Warrants described in Item 1.01 was completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was a private transaction by us which did not involve a public offering; (b) there were only a few recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the Debt Holders and the Company.
Item 8.01 Other Events.
On June 12, 2018, the Company issued a press release announcing the June 11th debt conversions.
A copy of the press release of the Company is included as Exhibit 99.1 of this Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
* filed herewith
PRESSURE BIOSCIENCES INC ExhibitEX-4.1 2 ex4-1.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…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.