7) Stockholders’ Deficit

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.01. As of March 31, 2024, there were no shares of Junior A issued and outstanding and no shares of Series A, B, C, G, H, H2, J and K issued and outstanding and as of December 31, 2023, there were no shares of Junior A issued and outstanding, and no shares of Series A, B, C, G, H, H2, J and K issued and outstanding.

Below is a summary table of the preferred stock:

 Summary of Preferred Stock

Series DD Convertible Preferred Stock

Designation. The designation of such series of the Preferred Stock shall be the Series DD Convertible Preferred Stock, par value $0.01 per share (the “Series DD Preferred Stock”). The maximum number of shares of Series DD Preferred Stock shall be One Thousand (1,000) shares.

Rank. The Series DD Preferred Stock shall rank prior to the common stock, par value $0.01 per share (the “Common Stock”) of Pressure BioSciences, Inc. (the “Company”), and subordinate to the Series AA and Series CC Preferred Stock, and to all other classes and series of equity securities of the Company which by its terms does not rank on a parity with or senior to the Series DD Preferred Stock (“Junior Stock”). The Series DD Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

Dividends. The holders of shares of the Series DD Preferred Stock shall not be entitled to receive dividends.

General Voting Rights. The Series DD Preferred Stock shall have, upon issuance, all of the same voting rights as other issued and outstanding Common Stock of the Company. Each share of Series DD Preferred Stock shall vote based upon the number of Conversion Shares to which they are entitled. The Common Stock into which the Series DD Preferred Stock is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding Common Stock of the Company.

Voluntary Conversion. At any time on or after the Issuance Date, the holder of any such shares of Series DD Preferred Stock may, at such holder’s option, subject to the limitations set forth in Section 6 herein, elect to convert (a “Voluntary Conversion”) all or any portion of the shares of Series DD Preferred Stock held by such person into a number of fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) in accordance with the Conversion Ratio (as defined in Section 4(d)). The Company shall keep written records of the conversion of the shares of Series DD Preferred Stock converted by each holder. A Holder shall be required to deliver the original certificates representing the shares of Series DD Preferred Stock upon complete conversion of the Series DD Preferred Stock.

(a) Company Forced Conversion. The Company shall have the right, subject to satisfaction of the conditions in this Section 4(c), to cause the conversion of all shares of Series DD Preferred Stock into Common Stock (“Forced Conversion”). The Company shall deliver prior written notice to the Holder at least ten (10) business days (“Forced Conversion Notice”) prior to the effective date (the “Forced Conversion Effective Date”) of such Forced Conversion. Following the effectiveness of a registration statement permitting the resale of the Conversion Shares held by holders of the Series DD Preferred Stock the Company may effectuate a Forced Conversion if either of the following conditions are satisfied as of the Forced Conversion Effective Date: (i) the VWAP of the Common Stock shall equal or exceed 300% of $2.50 (with such dollar figure to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction that affects the share price of the Common Stock) for either 10 consecutive trading days, or 15 of 25 consecutive trading days immediately preceding the date of the Forced Conversion Notice; or (ii) listing of the Common Stock on any national securities exchange (NYSE, NYSE American or Nasdaq). The Company shall not have an obligation to register the Conversion Shares of the shares of Series DD Preferred Stock that are issued pursuant to any exchange of previously issued securities.

During the three ended March 31, 2024 the Company converted 696 shares of Series BB convertible preferred stock and had 2,862 shares of Series BB convertible preferred stock outstanding which is 623 shares above the authorized of 1,000. As a result, 623 Series BB shares with an approximately fair value of $1,750,000 is included as preferred stock liability as of March 31, 2024. During the three months ended March 31, 2024, the company also issued 127 shares of Series DD restricted preferred stock to investors and consultants, with the following detail:

Common Stock

Stock Options and Warrants

As of March 31, 2024, total unrecognized compensation cost related to the unvested stock-based awards was $433,268, which is expected to be recognized over weighted average period of 2.12 years. The aggregate intrinsic value associated with the options outstanding and exercisable as of March 31, 2024, based on the March 31, 2024 closing stock price of $0.18, was $0.00.

The following table summarizes information concerning options and warrants outstanding and exercisable:

Schedule of Options and Warrants Outstanding and Exercisable

Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range 

As of March 31, 2024, the 5,724,504 options outstanding have a $.257 weighted average exercise price and 8.44 years of weighted average remaining life for outstanding options and 7.87 years of weighted average remaining life for exercisable options. Of these options, 3,571,425 are currently exercisable.

As of March 31, 2024, the warrants outstanding have a $3.50 weighted average exercise price.

Common Stock and Warrant Issuances

During the three months ended March 31, 2024, the Company accrued approximately $1,136,790 in interest expense for these obligations to issue common stock. During the three months ended March 31, 2023, the Company accrued $1,705,234 in interest expense for these obligations to issue common stock. At the end of March 31, 2024, there were 13 million shares of common stock not issued to shareholders.

During the three months ended March 31, 2024 the Company issued a total of 11,706,229 shares of restricted common stock to investors and consultants, with the following detail: