SC TO-I/A

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO-I/A
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)

PRESSURE BIOSCIENCES, INC.
(Name of Subject Company (Issuer))

PRESSURE BIOSCIENCES, INC.
(Names of Filing Persons (offeror and issuer)

COMMON STOCK, $.01 PAR VALUE PER SHARE
and associated
Preferred Share Purchase Rights
(Title of Class of Securities)

74112E 10 9
(CUSIP Number of Class of Securities)

Richard T. Schumacher
President and Chief Executive Officer
Pressure BioSciences, Inc.
217 Perry Parkway, Gaithersburg, MD 20877
(301) 208-8100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Person)

Copy to:

Steven R. London, Esq.
Brown Rudnick Berlack Israels LLP
One Financial Center
Boston, MA 02111
(617) 856-8200

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$19,250,000	$2,266

*

Calculated solely for purposes of determining the filing fee. The transaction value assumes the purchase by the registrant of 5,500,000 shares of its common stock at $3.50 per share.

**

$117.70 per $1,000,000 of the transaction valuation.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$2,266
Form or Registration No.:	Schedule TO-I
Filing Party:	Pressure BioSciences, Inc.
Date Filed:	December 27, 2004

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

third-party tender offer subject to Rule 14d-1.

ý

issuer tender offer subject to Rule 13e-4.

ý

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTION

This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO-I dated December 27, 2004, as amended and supplemented by Amendment No. 1 to Schedule TO-I filed on January 21, 2005 and Amendment No. 2 to Schedule TO-I filed on January 25, 2005 (the "Schedule TO-I") relating to the issuer tender offer by Pressure Biosciences, Inc., a Massachusetts corporation formerly known as Boston Biomedica, Inc. (the "Company" or "Pressure BioSciences"), to purchase up to 5,500,000 shares of its common stock, $0.01 par value per share (the "Shares"). Pressure BioSciences is offering to purchase these Shares at a purchase price of $3.50 per Share, net to the seller in cash, without interest. Pressure BioSciences' tender offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 27, 2004 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1)(A) to the Company's Schedule TO-I, and in the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached as Exhibit (a)(1)(B) to the Company's Schedule TO-I (and which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Offer") and are herein incorporated by reference.

        The following items of Schedule TO-I are amended and supplemented as set forth below:

Item 4. TERMS OF THE TRANSACTION

(a)    Material Terms    

        (1)    Tender Offers    

        Item 4(a)(1)(iii) of Schedule TO-I is hereby further amended and supplemented to include the following:

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The expiration date of the Offer has been further extended from 10:00 a.m., Eastern Standard Time, Friday, February 4, 2005, until 10:00 a.m., Eastern Standard Time, on Friday, February 11, 2005. Accordingly, the Offer, proration period and withdrawal rights will expire at 10:00 a.m., Eastern Standard Time, on Friday, February 11, 2005, unless we further extend the Offer.

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a)    Purposes.    The information set forth in the Offer to Purchase under "Special Factors—Section 2. Background and Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer—Background and Purposes of the Offer" and "Special Factors—Section 4. Position of the Special Committee, Board of Directors and Filing Persons; Fairness of the Offer—Position of the Special Committee, Board of Directors and Filing Persons" is incorporated herein by reference.

•

Item 6(a) is amended and supplemented by adding the following disclosure, which clarifies how and when our board of directors arrived at the $3.50 per share offer price.

At the meeting of our board of directors held on April 8, 2004, our board selected the $3.50 per share price based on a balance of two primary factors. One factor was the fairness of the price. The second factor was to leave a sufficient amount of cash to continue our remaining pressure cycling technology business. Our board determined that $3.50 per share was an appropriate balance of these two factors because they believed that this price not only represented a substantial premium over our recent historical trading price as quoted on the Nasdaq National Market (it represented a 33.0% premium over the trading price as of April 7, 2004), but it also left our remaining pressure cycling technology operations with a sufficient amount of cash to operate its business for the near term.

Following the April 8, 2004 meeting of our board and continuing after completion of the SeraCare transaction and through December 20, 2004, the date on which our board finally determined to commence the issuer tender offer at $3.50 per share for up to 5,500,000 shares of our common stock, as described in the Offer to Purchase, our board continued to review and

analyze the use of proceeds from the sale of assets to SeraCare and continued to engage in a thorough analysis as to the fairness of $3.50 per share offer price, including further due diligence to determine whether to engage in the tender offer, how many shares to offer to purchase, and whether $3.50 per share was a fair price. Although following the April 8, 2004 meeting we expressed our intention in press releases and in our proxy statement for the special meeting of stockholders held in September 2004 to engage in a tender offer to purchase up to 6,000,000 shares of our common stock at $3.50 per share following the closing of the sale to SeraCare, it was not until December 20, 2004 that our board finally approved the terms of this Offer, as described in the Offer to Purchase.

•

Item 6(a) is further amended and supplemented by adding the following disclosure, which clarifies what we mean by "transactions contemplated by the asset purchase agreement" with SeraCare Life Sciences, Inc. on page 10 of the Offer to Purchase:

The transactions contemplated by the asset purchase agreement were the sale of substantially all of the assets of our BBI Diagnostics and BBI Biotech business units and certain transition related matters associated with the sale of assets and specifically enumerated in the asset purchase agreement. These transactions included the transfer of real estate, and the execution and delivery of an escrow agreement, bill of sale, assignments of leases, contract rights, patents and trademarks, assumption of liabilities, and a transition services agreement.

Item 12. EXHIBITS

(a)	(1)(A)	Offer to Purchase dated December 27, 2004 (1)
(a)	(1)(B)	Letter of Transmittal(1)
(a)	(1)(C)	Notice of Guaranteed Delivery of Shares of Common Stock(1)
(a)	(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(1)
(a)	(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(1)
(a)	(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9(1)
(a)	(5)(A)	Press Release dated January 25, 2005(2)
(a)	(5)(B)	Press Release dated February 3, 2005

(1)

The foregoing exhibits were filed as exhibits to the Company's Schedule TO-I filed with the Commission on December 27, 2004, and are incorporated herein by this reference.

(2)

The foregoing exhibit was filed as an exhibit to the Company's Amendment No. 2 to Schedule TO-I filed with the Commission on January 25, 2005, and is incorporated herein by this reference.

Item 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

SCHEDULE 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a)    Purposes.    The information set forth in the Offer to Purchase under "Special Factors—Section 2. Background and Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer—Background and Purposes of the Offer" and "Special Factors—Section 4. Position of the Special Committee, Board of Directors and Filing Persons; Fairness of the Offer—Position of the Special Committee, Board of Directors and Filing Persons" is incorporated herein by reference.

(c)    Reasons.    The information set forth in the Offer to Purchase under "Special Factors—Section 2. Background and Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer—Background and Purposes of the Offer," "Special Factors—Section 4. Position of the Special Committee, Board of Directors and Filing Persons; Fairness of the Offer—Position of the Special Committee, Board of Directors and Filing Persons" and "Special Factors—Section 4. Position of the

Special Committee, Board of Directors and Filing Persons; Fairness of the Offer—Fairness of Offer" is incorporated herein by reference.

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Items 7(a) and 7(c) are amended and supplemented by incorporating by reference to the disclosure added to Item 6(a) of this Schedule TO-I above.

(d)    Effects.    The information set forth in the Offer to Purchase under "Special Factors—Section 2. Background and Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer—Certain Effects of the Offer" and "Special Factors—Section 3. United States Federal Income Tax Consequences" is incorporated herein by reference.

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Item 7(d) is amended and supplemented by adding the following disclosure, which provides Mr. Schumacher's interest in the Company's net book value as of September 30, 2004 in both dollar amount and percentage based on his current ownership interest prior to the Offer:

The following table shows Mr. Schumacher's interest in our net book value as of September 30, 2004 in both dollar amount and percentage based on his current ownership interest prior to the Offer:

Name	Ownership Percentage(1)		Net Book Value(2)
Richard T. Schumacher	10.97	%	$	2,747,303

(1)

Includes 637,907 shares currently issued and outstanding and held by Mr. Schumacher and includes currently exercisable options to purchase 130,000 shares held by Mr. Schumacher. Does not include 44,890 shares beneficially owned by Mr. Schumacher's spouse.



(2)

Based on Pressure BioSciences' stockholders equity of $25,043,783 as of September 30, 2004.

Assuming completion of the Offer, Mr. Schumacher's percentage ownership interest will increase from 10.97% to 38.9% and his interest in our net book value will decrease by approximately $495,000, from $2,747,303 (prior to the Offer) to $2,253,782 (assuming completion of the Offer).

SCHEDULE 13E-3, ITEM 8. FAIRNESS OF THE TRANSACTION.

(b)    Factors Considered in Determining Fairness.    The information set forth in the Offer to Purchase under "Summary Term Sheet," "Special Factors—Section 2. Background and Purpose of the Offer; Certain Effects of the Offer; Plans of the Company After the Offer—Background and Purposes of the Offer" and "Special Factors—Section 4. Position of the Special Committee, Board of Directors and Filing Persons; Fairness of the Offer—Fairness of Offer" is incorporated herein by reference. The net book value per share of our common stock as of September 30, 2004 was approximately $3.65.

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Item 8(b) is amended and supplemented by adding the following disclosure, which clarifies the factors considered by the board of directors in determining fairness:

As of September 30, 2004, the net book value per share of currently issued and outstanding shares of our common stock was approximately $3.65. On a fully-diluted basis, taking into account outstanding in-the money stock options, the net book value per share was approximately $3.55. Stockholders should consider this information in deciding whether or not to tender in the Offer and whether or not to withdraw previously tendered shares. Despite the fact that the net book value per share is greater than $3.50 per share being offered to stockholders in the Offer, our board of directors, special committee thereof and Mr. Schumacher reaffirm their belief that $3.50 per share is fair from a financial point of view to our unaffiliated stockholders for all the reasons described in the Offer to Purchase. As with many transactions, there is a range of values that would be fair to stockholders. Our board of directors, special committee thereof and Mr. Schumacher, each believe that $3.50 per share is within the range of fairness to those stockholders who decide to tender, and is also fair to those stockholders who do not tender because we expect our remaining cash will be sufficient to enable us to continue as an ongoing business through March 2006, at which time we may need to raise additional funds through debt or equity financing. Some of these additional funds may come from any remaining portion of the funds being held in escrow that may be released to us in March 2006.

SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PRESSURE BIOSCIENCES, INC.
By:	/s/  RICHARD T. SCHUMACHER Name: Richard T. Schumacher Title: President and Chief Executive Officer
Dated: February 3, 2005

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INTRODUCTION

Item 4. TERMS OF THE TRANSACTION
Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 12. EXHIBITS
Item 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

SIGNATURES

EX-99.(A)(5)(B)

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Exhibit (a)(5)(B)

FOR IMMEDIATE RELEASE

Investor Contacts:

Richard T. Schumacher, Founder & CEO	Pressure BioSciences, Inc.
R. Wayne Fritzsche, Chairman	(301) 208-8100 (T)

PRESSURE BIOSCIENCES ANNOUNCES EXTENSION OF TENDER OFFER

Expiration Date Further Extended to Friday, February 11, 2005

        GAITHERSBURG, MD, February 3, 2005—Pressure BioSciences, Inc. (NASDAQ: PBIO) today announced that it has further extended the expiration date of its tender offer to purchase 5,500,000 shares of its common stock at a purchase price of $3.50 per share from 10:00 a.m. Eastern Standard Time (EST) on February 4, 2005, until 10:00 a.m. EST on February 11, 2005, unless the Company further extends the expiration date of the tender offer.

        The Company has extended the Offer to provide shareholders with additional time to consider whether or not to tender their shares in the tender offer or to withdraw previously tendered shares in light of the following information relating to the net book value per share of the Company's common stock as of September 30, 2004. As described in the Offer to Purchase dated December 27, 2004, the Company's board of directors, special committee thereof and Mr. Richard T. Schumacher each expressed their opinion that the $3.50 per share price offered in the tender offer is fair to the Company's shareholders. The Offer to Purchase also described the factors considered by the board of directors, the special committee thereof and Mr. Schumacher in concluding that $3.50 per share is fair. These factors included, among other things, a review of current and historical market prices and a number of valuation methodologies, such as net book value, going concern value and liquidation value.

        Shareholders should consider that, as of September 30, 2004, the net book value per share of the Company's issued and outstanding shares of common stock was approximately $3.65. On a fully-diluted basis, taking into account outstanding in-the-money stock options, the net book value per share was approximately $3.55 as of September 30, 2004. Despite the fact that the net book value per share is greater than $3.50 per share being offered to shareholders in the offer, the Company's board of directors, special committee thereof and Mr. Schumacher reaffirm their belief that $3.50 per share is fair from a financial point of view to the Company's shareholders for all the reasons described in the Offer to Purchase.

        Shareholders may still use the original Letter of Transmittal that was mailed to shareholders on December 27, 2004 to tender their shares. Shareholders who have already tendered their shares do not need to take any further action if they wish to remain tendered. Shareholders who do not wish to tender shares but rather remain investors in the Company do not need to return any paperwork. Shareholders who have previously tendered shares and wish to withdraw shares previously tendered should follow the procedures described in the Offer to Purchase.

        Pressure BioSciences urges all shareholders to read the Offer to Purchase, Letter of Transmittal, and the related documents because they contain important information, including the terms and conditions of the offer. Shareholders may obtain a copy of the Offer to Purchase, Letter of Transmittal, and the related documents filed with the Securities and Exchange Commission at the Commission's website at www.sec.gov. without charge.

About Pressure BioSciences, Inc.

        Following the sale of substantially all the assets and selected liabilities of its BBI Diagnostics and BBI Biotech Divisions to SeraCare Life Sciences, Inc. on September 14, 2004, Boston Biomedica changed its name to Pressure BioSciences, Inc (PBI). PBI is a publicly traded, early-stage company focused on the development of a novel technology called Pressure Cycling Technology (PCT). PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels (35,000 psi and greater) to control bio-molecular interactions. PBI currently holds 13 US and foreign patents covering multiple applications of PCT in the life sciences field, including in such areas as genomic and proteomic sample preparation, pathogen inactivation, control of enzymes, immunodiagnostics, and protein purification. PBI owns a 30% passive investment in Source Scientific, LLC, an instrumentation company that develops and manufactures PBI's PCT equipment, as well as a 4.45% passive investment in Panacos Pharmaceuticals, an antiviral drug discovery and development company.

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Exhibit (a)(5)(B)

PRESSURE BIOSCIENCES ANNOUNCES EXTENSION OF TENDER OFFER
Expiration Date Further Extended to Friday, February 11, 2005

CORRESP

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February 1, 2005

Via Edgar

United States Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers & Acquisitions
450 Fifth Street
Washington, DC 20549
Mail Stop 03-03

RE: Pressure BioSciences, Inc.
Schedule TO-C filed September 15, 2004
Schedule TO-I filed December 27, 2004
Schedule 13G filed by Richard Schumacher on March 3, 2004
SEC File No. 5-50285

Ladies and Gentlemen:

        On behalf of Pressure BioSciences, Inc., a Massachusetts corporation (the "Company"), we are submitting herewith by EDGAR transmission the Company's further response to certain of the comments made by the staff of the Securities and Exchange Commission by letter dated January 17, 2005 (the "SEC Comment Letter"), commenting on the documents referenced above.

        This response supplements the Company's previous response to the SEC Comment Letter transmitted by EDGAR on January 21, 2005 together with Amendment No. 1 to Schedule TO-I and Amendment No. 1 to Schedule 13E-3.

        If you have any questions regarding the information in the Company's response, please do not hesitate to call Steven R. London, Esq. (617-856-8313) or Matthew S. Gilman, Esq. (617-856-8236) of Brown Rudnick Berlack Israels LLP.

        Courtesy copies of this letter, the Company's responses and each of the documents being filed, have been sent to Christina Chalk.

Very truly yours,
BROWN RUDNICK BERLACK ISRAELS LLP
By:	/s/  STEVEN R. LONDON Steven R. London Steven R. London, Esq.

Encl.
cc: Christina Chalk, Esq.

PRESSURE BIOSCIENCES, INC.

SCHEDULE 13E-3
AMENDMENT NO. 1 TO SCHEDULE 13E-3
AMENDMENT NO. 1 TO SCHEDULE TO-I

Additional Responses to Comments Set Forth in the Letter of the
Securities and Exchange Commission
Dated: January 17, 2005

Date of Responses: February 1, 2005

        Set forth below are the additional responses of Pressure BioSciences, Inc. ("PBI" or the "Company") to the comments of the staff of the Securities and Exchange Commission (the "SEC") contained in a letter (the "Comment Letter") from the SEC dated January 17, 2005 relating to (i) Schedule TO-C filed by the Company with the SEC on September 15, 2004, (ii) Schedule TO-I filed by the Company with the SEC on December 27, 2004, and (iii) Schedule 13G filed by Richard T. Schumacher with the SEC on March 3, 2004. This response supplements the Company's previous response to the SEC Comment Letter transmitted by EDGAR on January 21, 2005 together with Amendment No. 1 to Schedule TO-I and Amendment No. 1 to Schedule 13E-3. Only those comments for which the SEC has requested additional responses are addressed in this response letter. The numbered paragraphs below refer to the numbered paragraphs in the Comment Letter. For convenience, each of the Company's additional responses is preceded by the text of the comment from the Comment Letter.

Special Factors—Section 2. Background..., page 6

31.

SEC Comment. Clarify how and when you arrived at the Offer price of $3.50 per share.

Company Response.    As described in the Offer to Purchase, on April 8, 2004, the Company's Board of Directors discussed the use of proceeds expected from the sale of assets to SeraCare and the amount of capital believed to be sufficient to operate the Company's remaining business for the near term. At this meeting, the Board initially selected the $3.50 per share price based on a balance of two factors. One factor was the fairness of the price. The second factor was leaving a sufficient amount of cash to continue the Company's remaining pressure cycling technology business. The Board determined that $3.50 per share was an appropriate balance of these two factors because the Board believed that this price not only represented a substantial premium over the Company's recent historical trading price as quoted on the Nasdaq National Market (it represented a 33.0% premium over the trading price as of April 7, 2004), but it also left the Company's remaining pressure cycling technology operations with a sufficient amount of cash to operate its business for the near term. Following the April 8, 2004 meeting and continuing after completion of the SeraCare transaction and through December 20, 2004, the date on which the Board finally determined to commence its issuer tender offer at $3.50 per share for up to 5,500,000 shares of its common stock, the Board continued to review and analyze the use of proceeds from the sale of assets to SeraCare and engaged in a thorough analysis as to the fairness of $3.50 per share offer price. The Company will amend its Schedule TO-I and Schedule 13E-3 to clarify that the selection of $3.50 per share on April 8, 2004 was not a final board determination, but rather only an indication of what the Board believed the Company could offer to its stockholders at that time, and that after the April 8, 2004 meeting and continuing after the closing of the SeraCare transaction and through the December 20, 2004 Board meeting, the Board continued to do more due diligence and analysis to determine whether to engage in the tender offer, how many shares to offer to purchase, and whether $3.50 per share was a fair price.

32.

SEC Comment. Expand to more explicitly describe the "transactions contemplated by the asset purchase agreement" that the board approved on April 16, 2004.

Company Response.    The Company will amend its Schedule TO-I and Schedule 13E-3 to clarify that the transactions contemplated by the asset purchase agreement were the sale of substantially all of the assets of the Company's BBI Diagnostics and BBI Biotech business units and certain transition related matters associated with the sale of assets and specifically enumerated in the asset purchase agreement. The amendment will clarify that these transactions included the transfer of real estate, and the execution and delivery of an escrow agreement, bill of sale, assignments of leases, contract rights, patents and trademarks, assumption of liabilities, and a transition services agreement.

34.

SEC Comment. The disclosure in this section concerning the timing of the board's approval of the Offer does not seem to jibe with the disclosure in the Schedule TO-C and the proxy statement related to the SeraCare asset sale. For example, the disclosure here (on page 10) seems to indicate that the board and the special committee continued to consider alternatives to an issuer tender offer well into November 2004; however, as you know, the Schedule TO-C announcing this Offer and the Offer price was filed on September 15, 2004. Please clarify.

Company Response.    The Company will amend the Schedule TO-I and Schedule 13E-3 to clarify that although it expressed an intention in its proxy statement for the special meeting of stockholders held on September 14, 2004 and in a press release dated September 14, 2004, to use the proceeds from the sale of assets to SeraCare to commence a tender offer to purchase up to 6,000,000 shares of the Company's common stock at a purchase price of $3.50 per share, no final approval to commence a tender offer was made until December 20, 2004. The amendment to the Schedule TO-I and Schedule 13E-3 will make clear that the final approval to commence the tender offer was made only after a number of months in which the Board of Directors continued to review the various uses of the proceeds from the sale to SeraCare, the number of shares to be offered to be purchased and the price to be paid for the shares if the Company proceeded to commence the Offer. As described in response to the staff's comment number 31 above, after a number of months of extensive consideration and analysis, on December 20, 2004, the Board of Directors gave its final approval to commence the Offer on the terms described in the Offer to Purchase.

Certain Effects of the Offer, Page 18

36.

SEC Comment. Include the disclosure as to Mr. Schumacher and other affiliates required by Instructions 2 and 3 to Item 1013 of Regulation M-A.

Company Response.    The Company will amend Schedule TO-I and Schedule 13E-3 to include Mr. Schumacher's current interest in the Company's net book value as of September 30, 2004.

Section 4. Position of the Special Committee, Board of Directors and Filing Persons on the Fairness of the Offer, page 50

40.

SEC Comment. Refer to the first paragraph after the bullet points on page 56, where you explain why the board and the special committee did not consider either book value or liquidation value to be relevant valuation methodologies in the context of this transaction. However, if either would have yielded a higher value per share than the Offer price, this fact should be disclosed. Please revise or advise.

Company Response.    The Company will amend the Schedule TO-I and Schedule 13E-3 to disclose that, as of September 30, 2004, the net book value per share of currently issued and outstanding shares of Common Stock was approximately $3.65. On a fully-diluted basis, taking

2

into account outstanding in-the money stock options, the net book value per share was approximately $3.55. The amendment will advise stockholders that they should consider this information in deciding whether or not to tender in the Offer and whether or not to withdraw previously tendered shares. In the amendment, the Company's Board of Directors, special committee thereof and Mr. Schumacher will also reaffirm their belief that $3.50 per share is fair from a financial point of view to the Company's stockholders for all the reasons described in the Offer to Purchase. As with many transactions, there is a range of values that would be fair to stockholders. The Company's Board of Directors, special committee thereof and Mr. Schumacher, each believe that $3.50 per share is within the range of fairness to those stockholders who decide to tender, and is also fair to those stockholders who do not tender because the Company expects its remaining cash will be sufficient to enable the Company to continue as a ongoing business through March 2006, at which time (as described in numerous places in the Offer to Purchase) the Company may need to raise additional funds through debt or equity financing. As described in the Offer to Purchase, some of these additional funds may come from any remaining portion of the funds being held in escrow that may be released to the company in March 2006.

Transactions, Negotiations and Agreements with Directors and Executive Officers, page 60

44.

SEC Comment. Explain your statement (at the top of page 61) that Mr. Schumacher was terminated in February 2003 due to "personal financial reasons." Were these reasons "personal" to him or to the Pressure Biosciences? Do they relate to the company's loan guaranties and loans receivable from Mr. Schumacher? Please elaborate.

Company Response.    The Board of Directors has always expressed that the reasons for terminating Mr. Schumacher were due to Mr. Schumacher's "personal financial" issues. The remaining members of the Board of Directors who were on the Board of Directors at the time of Mr. Schumacher's termination have confirmed that the reason for Mr. Schumacher's termination was the Company's $1.0 million cash pledge being taken by the financial institution to satisfy in part Mr. Schumacher's obligation to the financial institution to which Mr. Schumacher remains indebted.

Acknowledgement by Filing Persons:

Each filing person identified below acknowledges that the adequacy and accuracy of the disclosure in the filings described herein is the responsibility of the filing person(s) for the applicable filings. Each of the filing persons acknowledge that staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing. Each of the filing persons also represents that staff comments may not be asserted as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

PRESSURE BIOSCIENCES, INC.

By: /s/ Richard T. Schumacher
Name: Richard T. Schumacher
Title: President and Chief Executive Officer

/s/ Richard T. Schumacher
Richard T. Schumacher, as a filing person of
Schedule 13E-3 and Schedule 13G

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PRESSURE BIOSCIENCES, INC.