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