0001144204-12-038826.txt : 20120710 0001144204-12-038826.hdr.sgml : 20120710 20120710153418 ACCESSION NUMBER: 0001144204-12-038826 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120706 FILED AS OF DATE: 20120710 DATE AS OF CHANGE: 20120710 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazarev Alexander V CENTRAL INDEX KEY: 0001394174 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21615 FILM NUMBER: 12955920 MAIL ADDRESS: STREET 1: 18 WINCHESTER DRIVE CITY: LEXINGTON STATE: MA ZIP: 02420 ISSUER: 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 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 4 1 form451837_20120710033354-.xml X0306 4 2012-07-06 0 0000830656 PRESSURE BIOSCIENCES INC PBIO 0001394174 Lazarev Alexander V 18 WINCHESTER DRIVE LEXINGTON MA US 02420 0 1 0 0 VP of RandD Series G Convertible Preferred Stock 0.5 2012-07-06 4 P 0 471 A 2012-07-06 2013-07-06 Common Stock 4710 471 D Series G Common Stock Purchase Warrant 0.5 2012-07-06 4 P 0 2355 A 2012-07-06 2015-07-06 Common Stock 2355 2355 D 30-Month Common Stock Purchase Warrant 0.9 2012-07-06 4 D 0 4350 D 2015-08-12 Common Stock 4350 0 D 30-Month Common Stock Purchase Warrant 0.6 2012-07-06 4 A 0 4350 A 2015-08-12 Common Stock 4350 4350 D The terms of the Series G Convertible Preferred Stock contain a limitation on conversion which prevents the Reporting Person from converting shares of Series G Convertible Preferred Stock into Shares of Common Stock if, after giving effect to the conversion, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. Pursuant to a certain Securities Purchase Agreement, dated July 6, 2012, among the Company, the Reporting Person and the other purchasers named therein, the Reporting Person purchased 500 "Units" at a purchase price of $5.00 per Unit. Each Unit consisted of (i) one share of Series G Convertible Preferred Stock, convertible into 10 shares of the Company's Common Stock, and (ii) a warrant to purchase 5 shares of Common Stock, which warrant is exercisable until July 6, 2015. The Series G Common Stock Purchase Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. The two reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant and the grant of a replacement warrant. Richard T Schumacher, Attorney in fact 2012-07-10