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PBIO > SEC Filings for PBIO > Form 8-K on 2-Jan-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and Exh

Item 1.01. Entry into a Material Definitive Agreement.

On December 26, 2013, Pressure BioSciences, Inc. (the "Company") entered into a Settlement Agreement and Release (the "Settlement Agreement") with Redwood Management LLC ("Redwood"), which memorializes the parties' settlement of certain disputes that had arisen under that certain Securities Purchase Agreement dated June 7, 2013 (the "Purchase Agreement"), pursuant to which the Company agreed to issue and Redwood agreed to purchase, an aggregate amount of $500,000 in convertible debentures (the "Financing"). As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2013, the Company issued Redwood that certain Convertible Debenture in the original principal amount of $250,000 (the "Original Debenture"). An additional $100,000 was to be disbursed to the Company on or before the 30th day immediately following June 7, 2013, and $150,000 on or before the 60th day immediately following June 7, 2013. Notwithstanding the Original Debenture, the Company did not issue Redwood the additional convertible debentures because it did not receive any additional funds pursuant to the payment schedule under the Purchase Agreement.

As a result of Redwood's failure to provide the remaining amounts owed under the Purchase Agreement, the Company determined that it was in the best interests of its' shareholders to enter into the Settlement Agreement. Pursuant to the Settlement Agreement, the Company agreed to pay Redwood the amount of $300,000 in full satisfaction of the Original Debenture. Additionally, the Settlement Agreement extinguished any of the Company's further obligations or liabilities connected to or arising from the Financing. Following this payment, Redwood agreed that the Original Debenture had been paid in full and waived any and all rights, remedies, or ability to collect additional payments from any potential or actual defaults under the Financing. The parties also released each other from any and all other claims, whether known or unknown, with respect to the Purchase Agreement. Redwood did not and will not receive any shares of the Company's common stock in connection with the Financing.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.   Description

  10.1        Settlement Agreement and Release, effective as of
              December 26, 2013, by and between Pressure BioSciences,
              Inc. and Redwood Management LLC.

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