-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Txp45Q+zQljGDCvkW2kpNWesdjcawfUxGRm8/wHcyVodJ7aT9Z0t3/JJZt90Fq3c nsWrM8lUP3fUx0MR3cxLMA== 0001144204-10-040363.txt : 20100730 0001144204-10-040363.hdr.sgml : 20100730 20100730145153 ACCESSION NUMBER: 0001144204-10-040363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100727 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100730 DATE AS OF CHANGE: 20100730 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21615 FILM NUMBER: 10980998 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 v191897_8k.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) July 27, 2010

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))

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


 
 

 
 
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(d)           On July 27, 2010, based on the recommendation of the Nominating Committee, the Board of Directors unanimously elected Greg G. Freitag to the Board of Directors, effective July 27, 2010, as a Class III Board member with a term expiring at the 2011 annual shareholder meeting.  The Board of Directors increased the number of directors from six to seven with Mr. Freitag filling the newly created additional Class III position.
 
Mr. Freitag JD, CPA, is CEO, CFO, and a Director of LecTec Corporation (OTCBB: LECT), an intellectual property licensing and holding company.  He is also CEO of EmployRx, Inc. (providing services to self-insured employers) and works for FreiMc LLC (providing strategic guidance and business development services).  Prior to these positions, Mr. Freitag worked in business development at both Pfizer Health Solutions and at Guidant Corporation, co-founded and was CEO of HTS Biosystems (a biotechnology tools company), and was COO, CFO, and general counsel of Quantech, Ltd (a public point-of-care company). Mr. Freitag began his career practicing corporate law in Minnesota.

Mr. Freitag will receive the same cash compensation as other non-employee directors of the Company, which is a quarterly stipend of $2,500 to be accrued and not paid until such time in the future that the Board determines that the overall financial and cash position of the Company will allow payments of such amounts.  In addition, as a non-employee director, Mr. Freitag was granted options to purchase 25,000 shares of the Company’s common stock.

In the Company’s private placement of securities that closed in November 2009, Greg Freitag purchased approximately $50,000 of units, with each unit consisting of one share of Series B Convertible Preferred Stock and warrants to purchase shares of the Company’s Series B Convertible Preferred Stock.  For a more complete description of the private placement, see the Company’s Current Report on Form 8-K filed on November 19, 2009, which is incorporated herein by reference.
 
Item 9.01   Financial Statements and Exhibits.
 
(d)  Exhibits
 
Exhibit Number 
Exhibit Description    
99.1   
Press release dated July 29, 2010 of Pressure BioSciences, Inc. furnished herewith.
 
 
-2-

 
 
EXHIBIT INDEX
 
Exhibit Number 
Exhibit Description    
99.1   
Press release dated July 29, 2010 of Pressure BioSciences, Inc., furnished herewith.

 
-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: July 29, 2010
PRESSURE BIOSCIENCES, INC.
 
       
 
By:
/s/ Richard T. Schumacher
 
   
Richard T. Schumacher,
 
   
President and Chief Executive Officer
 
       
 
 
-4-

 
EX-99.1 2 v191897_ex99-1.htm
FOR IMMEDIATE RELEASE

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


Pressure BioSciences, Inc. Announces the Election
of Gregory G. Freitag, Esq. to the Company’s Board of Directors


South Easton, MA, July 29, 2010 – Pressure BioSciences, Inc. (NASDAQ: PBIO) (“PBI” and the “Company”) today announced that Mr. Gregory G. Freitag, Esq. has been unanimously elected to the Company’s Board of Directors, effective Tuesday, July 27, 2010.  The Board of Directors increased the number of directors from six to seven with Mr. Freitag filling the newly created additional Class III position.  Mr. Freitag’s term of office will expire at the 2011 annual meeting of shareholders.

R. Wayne Fritzsche, Chairman of the Board, said: “We are excited and pleased to have Greg join the PBI Board of Directors.  He is a seasoned life sciences veteran, whose capabilities and experiences we believe will be invaluable to PBI.  Specifically, Greg’s market knowledge and business development background, in both emerging and mature companies, should help immensely as we navigate through critical aspects of our growth strategy.”

Mr. Freitag said: “I am pleased to join the Company at a time when I believe it is taking the next significant step in its evolution.  As a technology platform, pressure cycling technology (PCT) has shown market acceptance, versatility, and an enabling capability, resulting in an expanding base of business.  The work of the Company’s skilled team and committed customers is providing a number of novel applications that are expected to result in both focused products and new business pursuits.”

Mr. Freitag concluded: “I believe that my life science market knowledge and extensive business development and legal experience can help maximize the many opportunities that we have before us.  I look forward to working with my colleagues at PBI as we build and navigate the exciting road ahead.”

Mr. Freitag JD, CPA, is CEO, CFO, and a Director of LecTec Corporation (OTCBB: LECT), an intellectual property licensing and holding company.  He is also CEO of EmployRx, Inc. (providing services to self-insured employers) and works for FreiMc LLC (providing strategic guidance and business development services).  Prior to these positions, Mr. Freitag worked in business development at both Pfizer Health Solutions and at Guidant Corporation, co-founded and was CEO of HTS Biosystems (a biotechnology tools company), and was COO, CFO, and general counsel of Quantech, Ltd (a public point-of-care company). Mr. Freitag began his career practicing corporate law in Minnesota.

About Pressure BioSciences, Inc.

Pressure BioSciences, Inc. (PBI) is a publicly traded company focused on the development of a novel, enabling technology 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 14 US and 10 foreign patents covering multiple applications of PCT in the life sciences field, including genomic and proteomic sample preparation, pathogen inactivation, the control of chemical and enzymatic reactions, immunodiagnostics, and protein purification.  PBI currently focuses its efforts in the development and sale of PCT-enhanced 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 regarding the potential applications and market acceptance of the Company’s pressure cycling technology (PCT), and the value of Mr. Freiberg’s market knowledge and business development background to the growth and development of the Company. 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 PCT; 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; and due to possible competition, the Company’s expected pricing for its products may be too high to achieve continued market penetration, and due to unexpected increases in the costs of doing business, the Company’s operating costs may be higher than expected.  Further, the Company expects that it will need additional capital to fund its continuing operations beyond the first quarter of 2011. 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, 2009, 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 website http://www.pressurebiosciences.com
 
 
 

 
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