PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 19, 2017, Bellridge Capital LP (the Investor) lent
Pressure BioSciences, Inc. (the Company) $250,000 with a 10%
original issue discount for total proceeds to the Company of
$225,000 (the Loan). In connection with Loan, the Company issued
a debenture to the Investor due on November 19, 2017 (the
Debenture) with an interest rate of 10%. The Debenture is only
convertible into shares of the Companys common stock if the
Company is in default under the Debenture (for example, if the
Company does not pay back the loan prior to November 19, 2017).
The Debenture is a short-term debt obligation that is material to
the Company. The Debenture may be prepaid in accordance with the
terms set forth in the Debenture. The Debenture also contains
certain representations, warranties, covenants and events of
default including if the Company is delinquent in its periodic
report filings with the Securities and Exchange Commission (the
SEC). If an event of default occurs, the amount of the principal
and interest rate due under the Debenture increases and, at the
option of the Investor and in their sole discretion, the Investor
can consider the Debenture immediately due and payable.
The Investor made the Loan upon the Companys request to a
Securities Purchase Agreement dated March 14, 2017 between the
Company and the Investor (the SPA). to the SPA, the Company was
originally required to issue 250,000 shares of its common stock
to the Investor in connection with the Loan. On April 19, 2017
the Company and the Investor entered into a letter agreement (the
Letter Agreement) to which, in lieu of issuing 250,000 shares
upon closing, the Company and the Investor agreed that the
Company would initially issue 25,000 shares. In addition, until
the Debenture is repaid, the Company will, over the next one
hundred eighty (180) days, issue 75,000 shares to the Investor
every sixty (60) days for a total issuance of 250,000 shares. For
the sake of clarity, no shares other than the initial 25,000 will
be issued to the Investor if the Debenture is fully paid by June
18, 2017.
The SPA was entered into in connection with a March 14, 2017 loan
(for the same amount and the same original issue discount as the
Loan) previously disclosed by the Company in Note 10 (Subsequent
Events) to its audited financial statements included with the
Companys Annual Report on Form 10-K for the year ended December
31, 2016 filed with the SEC on March 22, 2017.
The foregoing description of the terms of the Debenture, the SPA,
and the Letter Agreement does not purport to be complete and is
qualified in its entirety by the complete text of the documents
attached as, respectively, Exhibit 4.1, Exhibit 10.1, and Exhibit
10.2 to this Current Report on Form 8-K.
Item 2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
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 securities 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 Companys 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 an
isolated private transaction by us which did not involve a public
offering; (b) there was only one recipient; (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; (e) the negotiations for the issuance of
the securities took place directly between the individual and the
Company; and (f) the recipient of the securities is an accredited
investor.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 4.1 | Form of Debenture. | |
| 10.1 | Securities Purchase Agreement, dated March 14, 2017. | |
| 10.2 | Letter Agreement, dated April 19, 2017. |
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. PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO) Recent Trading Information
PRESSURE BIOSCIENCES, INC. (OTCMKTS:PBIO) closed its last trading session down -0.027 at 0.290 with 27,700 shares trading hands.
