0000830656-11-000016.txt : 20110615 0000830656-11-000016.hdr.sgml : 20110615 20110615095747 ACCESSION NUMBER: 0000830656-11-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110613 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRESSURE BIOSCIENCES INC CENTRAL INDEX KEY: 0000830656 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042652826 STATE OF INCORPORATION: MA FISCAL YEAR END: 0311 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21615 FILM NUMBER: 11912101 BUSINESS ADDRESS: STREET 1: 14 NORFOLK AVENUE CITY: SOUTH EASTON STATE: MA ZIP: 02375 BUSINESS PHONE: 5082301828 MAIL ADDRESS: STREET 1: 14 NORFOLK AVENUE CITY: SOUTH EASTON STATE: MA ZIP: 02375 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON BIOMEDICA INC DATE OF NAME CHANGE: 19960812 8-K 1 form8k-nasdaq.htm FORM 8K FOR NASDAQ EXTENSION form8k-nasdaq.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 10, 2011

PRESSURE BIOSCIENCES, INC.

 

 
(Exact Name of Registrant as Specified in its Charter)

MASSACHUSETTS

 

 
  (State or Other Jurisdiction of Incorporation)
  0-21615
 
  04-2652826
  (Commission File Number)
 
   (IRS Employer Identification No.)
 
  14 Norfolk Avenue, South Easton, MA
 
02375
(Address of Principal Executive Offices)
 
   (Zip Code)
 
(508) 230-1828

 

 
(Registrant’s Telephone Number, Including Area Code)


 

 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 


 
 
Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 

 
 On April 6, 2011, the Company received a staff deficiency letter from The NASDAQ Stock Market, LLC (“NASDAQ”) indicating that based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2010, the Company did not comply with the minimum stockholders’ equity requirement of $2,500,000 for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(b)(1).
 
On May 23, 2011, the Company submitted a written plan (the “Plan”) to NASDAQ that outlined its strategy to regain compliance with the continued listing requirements.  In the Plan, the Company stated that it will need to raise at least $5 million in additional equity capital for the Company to report stockholders’ equity in excess of $2,500,000 on September 30, 2011, and remain above the requirement for the foreseeable future thereafter.

Based on the Company’s Plan, on June 10, 2011 the Company received a notice from NASDAQ granting the Company an extension of time until October 3, 2011 to regain compliance with the NASDAQ minimum stockholders’ equity requirement of $2.5 million.



 

 

 
-2-

 

 
Item 9.01                      Financial Statements and Exhibits
 
 
(d)     Exhibits       
 
 

 
Exhibit Number
Exhibit Description    
99.1
Press Release dated June 15, 2011, issued by Pressure BioSciences, Inc., titled “Pressure BioSciences, Inc. Granted Extension to October 3, 2011 to Regain Compliance With NASDAQ Minimum Stockholders’ Equity Requirement”.
 

 

 
-3-

 

 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
Dated: June 15, 2011
PRESSURE BIOSCIENCES, INC.
   
 
 /s/ Richard T. Schumacher
 
By:  
_____________________________
 
Richard T. Schumacher,
President and Chief Executive Officer
 
 

 
-4-

 

 

 
EXHIBIT INDEX
Exhibit Number
Exhibit Description    
99.1
Press Release dated June 15, 2011, issued by Pressure BioSciences, Inc., titled “Pressure BioSciences, Inc. Granted Extension to October 3, 2011 to Regain Compliance With NASDAQ Minimum Stockholders’ Equity Requirement”.
 


EX-99.1 2 press-release.htm PRESS RELEASE press-release.htm

EXHIBIT 99.1.1


Investor Contacts:
Richard T. Schumacher, President & CEO                                                                                                           Pressure BioSciences, Inc.
R. Wayne Fritzsche, Chairman                                                                                                                (508) 230-1828 (T)


   Pressure BioSciences, Inc. Granted Extension to October 3, 2011 to Regain
    Compliance with NASDAQ Minimum Stockholders’ Equity Requirement


South Easton, MA, June 15, 2011 – Pressure BioSciences, Inc. (NASDAQ: PBIO) (“PBI” or the “Company”) today announced that the Company received a notice from NASDAQ on June 10, 2011 granting it an extension of time until October 3, 2011 to regain compliance with the NASDAQ minimum stockholders’ equity requirement of $2.5 million.
 
On April 6, 2011, the Company received a staff deficiency letter from The NASDAQ Stock Market, LLC (“NASDAQ”) indicating non-compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(b)(1).
 
On May 23, 2011, the Company submitted a written plan (the “Plan”) to NASDAQ that outlined its strategy to regain compliance.  In the Plan, the Company stated that it would need to raise at least $5 million in additional equity capital to report stockholders’ equity in excess of $2,500,000 on September 30, 2011, and remain above the requirement for the foreseeable future.

Based on the Company’s Plan, on June 10, 2011 the Company received a notice from NASDAQ granting it an extension of time until October 3, 2011 to regain compliance with the NASDAQ minimum stockholders’ equity requirement of $2.5 million.

 
About Pressure BioSciences, Inc.
 
Pressure BioSciences, Inc. (PBI) is a NASDAQ Capital Market listed company focused on the development and sale of instrumentation and consumables based on a novel, enabling technology platform called Pressure Cycling Technology (PCT).  PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels (up to 35,000 psi and greater) to control bio-molecular interactions.  PBI currently holds 24 issued patents covering multiple applications of PCT in the life sciences field, including genomic and proteomic sample preparation, pathogen inactivation, the control of chemical reactions, immunodiagnostics, and protein purification.  PBI currently focuses its efforts on the development and sale of PCT-enhanced bio-molecule extraction and enzymatic digestion products designed specifically for the mass spectrometry marketplace, as well as sample preparation products for biomarker discovery, soil and plant biology, forensics, histology, and counter-bioterror applications.
 
Forward Looking Statements
 
Statements contained in this press release regarding the Company's intentions, hopes, beliefs, expectations, or predictions of the future are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements that imply that the Company will sell any additional securities in subsequent closings of the private placement and that the Company will continue to be listed on the NASDAQ Capital Market. These statements are based upon the Company's current expectations, forecasts, and assumptions that are subject to risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those indicated by these forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to: possible difficulties or delays in the implementation of the Company's strategies that may adversely affect the Company's continued commercialization of its PCT-based product line; changes in customer’s needs and technological innovations; the Company’s sales force may not be successful in selling the Company’s PCT product line because scientists may not perceive the advantages of PCT over other sample preparation methods; that the Company may not be successful in raising additional funds beyond the first tranche of $825,720 of its private placement; and if actual operating costs are higher than anticipated, or revenues from product sales are less than anticipated, the Company may need additional capital sooner than expected.  The Company will need additional capital to fund its operations and there can be no assurance that such additional capital will be available on acceptable terms if at all.  Further, the Company has received a staff deficiency letter from The NASDAQ Stock Market, LLC (“NASDAQ”) indicating that based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2010, the Company does not comply with the minimum stockholders’ equity requirement of $2,500,000 for continued listing on the NASDAQ Capital Market.  The Company submitted to NASDAQ on May 23, 2011 a written plan (the “Plan”) that outlined its strategy to regain compliance with the continued listing requirements. The Company received notice from NASDAQ on June 10, 2011 that it had been granted an extension of time until October 3, 2011 to regain compliance with the NASDAQ minimum stockholders’ equity requirement. There is no assurance that the Company will be able to raise the funds required by October 3, 2011 to maintain its NASDAQ Capital Market listing. Additional risks and uncertainties that could cause actual results to differ materially from those indicated by these forward-looking statements are discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, and other reports filed by the Company from time to time with the SEC. The Company undertakes no obligation to update any of the information included in this release, except as otherwise required by law.
 
 

 
 

 
Visit us at our websites:
http://www.pressurebiosciences.com