Pressure BioSciences, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt (Tables)

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Convertible Debts and Outstanding Balances

	March 31, 2023							December 31, 2022
Holders	Interest Rate			Conversion Price		Principal		Interest Rate			Conversion Price		Principal
Main Investor		10	%		$2.50 (1)	$	9,393,150		10	%		$2.50 (1)	$	9,393,150
Others		0 to 24	%		$2.50 (2) or $7.50		10,021,554		0 to 24	%		$2.50 or $7.50 (2)		8,886,036
Totals							19,414,704							18,279,186
Discount							1,673,288							455,517
Net						$	17,741,416						$	17,823,669

Notes:

	(1)	Conversion price of these note is $2.50 except for a note for $189,750, which will be adjusted to, upon an Event of Default, the lower of (i) the conversion price or (ii) a 25% discount to the 5-day average VWAP of the stock prior to default.

	(2)	Conversion price of these notes is $2.50 but also varies with one or more of these notes having the following conversion adjustment:

	a.	Notes are convertible before maturity at $2.50 per share or mandatorily convertible when the Company up-lists to the NASDAQ at the lower of $2.50 or the up-list price.
	b.	Notes are convertible upon an Event of Default at 75% multiplied by the lowest trading price for the common stock during the five days prior to the conversion.
	c.	Notes are convertible at $2.50 per share except that following an Event of Default the conversion price will be adjusted to 75% multiplied by the lowest trading price for the common stock during the five days prior to the conversion.
	d.	Notes can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold by PBI at a price lower than $2.50/share. In the event of default, these notes can be converted at lower of 1) $2.50/share; 2) 30% discount to 5-day VWAP prior to date of default.
	e.	Notes can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold by PBI at a price lower than $2.50/share. In the event of default, these notes can be converted at lower of 1) $2.50/share; 2) 25% discount to 5-day VWAP prior to date of default.
	f.	Conversion price is lower of (i) $2.50 or (ii) the price per share that the Company last sold Common Stock after the execution of an anti-dilution protection agreement.
	g.	Note can be converted at a Voluntary Conversion Price which is the lower of 1) $2.50/share; or 2) purchase price of stock sold by the Company at a price lower than $2.50 except that following an Event of Default, the Holder shall have the right, with no further consent from the Borrower, to convert notes which can be the lower of 1) the Voluntary Conversion Price, or 2) 70% of the 5-day VWAP prior to conversion.
	h.	Conversion price is $2.50. If note is in default, it is $1.
	i.	Notes can be voluntarily converted before maturity at $2.50 per share. Lender retains the option upon an Up-list to convert at the lower of $2.50 or the 10% off Up-list price.
	j.	Notes can be converted at the lesser of $2.5 per share or 25% discount to the opening price of the Company’s first day of trading on either Nasdaq or NYSE. In addition, if the Company fails to pay the Note in cash on maturity date, the conversion price will be adjusted to the lesser of (i) original conversion price or (ii) a 35% discount to the VWAP prior to each conversion date.
	k.	Some notes are not convertible until 180 days from the date of issuance of the Note and following an Event of Default will be convertible at the lowest trading price of the 20 days prior to conversion. The loan with a principal balance of $850,000 as of March 31, 2023 is guaranteed by the Company’s Chief Executive Officer, but the lender may only enforce this guarantee after certain conditions have been met, specifically after (i) the occurrence of an Event of Default (as defined in the Note), (ii) the failure of the Company to cure the Default in 10 business days, and (iii) a failure by the Company to issue, or cause to be issued, shares of its common stock upon submission by the lender of a notice of conversion.
	l.	Some notes can be converted at the lesser of $2.50 per share or 25% discount to the opening price of the Company’s first day of trading on either Nasdaq or NYSE. In addition, if the Company fails to pay the Note in cash on maturity date, the conversion price will be adjusted to the lesser of original conversion price or the product of the VWAP of the common stock for the 5 trading dates immediately prior to the maturity date multiplied by 0.75.

Schedule of Other Debt

	March 31, 2023					December 31, 2022
Holders	Interest Rate			Principal		Interest Rate			Principal
Non-Convertible		-(1	)	$	866,308		-(1	)	$	878,809
Merchant debt (3)					804,392					760,160
SBA (2)		3.75	%		163,838		3.75	%		150,000
Totals					1,834,538				$	1,788,969
Discount					485,672					-
Long Term					163,838					150,000
Short Term				$	1,185,028				$	1,638,969

Notes:

(1)

Interest varies from 1% to 10%. The maturity is between being past due and May 2, 2023. As of March 31, 2023, $866,308 of the non-convertible debt is past due.

(2)

The Company entered a COVID-19 government loan in 2020, the Economic Injury Disaster Loan (or “EIDL”). The Company’s EIDL loan, $150,000, accrues interest at 3.75% and requires monthly payments of $731 for principal and interest beginning in December 2022. The balance of the principal will be due in 30 years. In connection with the EIDL loan the Company entered into a security agreement with the SBA, whereby the Company granted the SBA a security interest in all of the Company’s right, title and interest in all of the Company’s assets. During the three months ended March 31, 2023, $14,719 interest was deferred and added to principal on EIDL loan and the Company repaid $880 principal on this loan. During the year ended December 31, 2020, the Company borrowed $367,039 (two-year term and 1% interest rate per annum) under the Payroll Protection program (or “2020 PPP”). During the year ended December 31, 2021, the Company borrowed $367,039 through a second Payroll Protection program (or “2021 PPP”) and extended the monthly payment date on the EIDL to December 2022. In year 2021, both 2020 PPP and 2021 PPP was forgiven by the United States and SBA.

(3)

During the three months ended March 31, 2023 and the year ended December 31, 2022 we signed various Merchant Agreements which are secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates of 4.1% - 30.2% per month. Under the terms of these agreements, we received the disclosed Purchase Price and agreed to repay the disclosed Purchase Amount, which is collected by the Merchant lenders at the Daily Payment Rate. We accounted for the Merchant Agreements as loans under ASC 860 because while we provided rights to current and future receipts, we still had control over the receipts. The difference between the Purchase Amount and the Purchase Price is imputed interest that is recorded as interest expense when paid each day. The Company’s Chief Executive Officer guarantees the Company’s performance of all representations, warranties, and covenants made by the Company in the Agreement. For loans outstanding on March 31, 2023, the maturity dates ranged from May 31, 2023 to September 17, 2023. For loan outstanding on December 31, 2022, the maturity dates ranged from April 4 to June 6, 2023.

Schedule of Related Party Debt

	March 31, 2023					December 31, 2022
Holders	Interest Rate			Principal		Interest Rate			Principal		Security
Officers & Directors		-(1	)	$	510,750		-(1	)	$	521,950		Unsecured
Other Related Parties		12	%		126,050		12	%		120,850		Unsecured
Totals					636,800					642,800
Discount					4,715					7,915
Net				$	632,085				$	634,885

Notes:

(1)

Interest varies from 12% to 120%.

During the three months ended March 31, 2023, we received short-term convertible loans of $93,200 with $5,000 OID from related parties and repaid $99,000 of related party loans. These notes bear interest of 12% to 120% and are due upon demand. All related party notes are convertible at $2.50 share.

We amortized $102,226 of debt discounts during the three months ended March 31, 2023 for all non-convertible and related party notes. The total unamortized discount for all non-convertible and related party convertible notes as of March 31, 2023, and December 31, 2022 was $490,387 and $7,915, respectively.