UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2022

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number 001-38185

PRESSURE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Massachusetts		04-2652826
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

14 Norfolk Avenue

South Easton, Massachusetts

02375

(Address of principal executive offices)

(Zip Code)

(508) 230-1828

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The number of shares outstanding of the Issuer’s common stock as of August 8, 2022 was 9,074,069.

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION	3

Item 1. Unaudited Financial Statements	3

Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3

Consolidated Statements of Operations for the Three and Six months Ended June 30, 2022 and 2021	4

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	5

Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021	6

Notes to Unaudited Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosure About Market Risk	24

Item 4. Controls and Procedures	24

PART II - OTHER INFORMATION	25

Item 1. Legal Proceedings	25

Item 1A. Risk Factors	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3. Defaults Upon Senior Securities	26

Item 4. Mine Safety Disclosures	26

Item 5. Other Information	26

Item 6. Exhibits	26

SIGNATURES	27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	121,569		$	132,311
Accounts receivable		316,796			154,746
Inventories, net of $342,496 reserve at June 30, 2022 and December 31, 2021		1,355,676			1,147,554
Prepaid expenses and other current assets		228,254			422,617
Total current assets		2,022,295			1,857,228
Investment in equity securities		60,604			59,976
Property and equipment, net		101,798			115,846
Right of use asset leases		341,681			395,565
Intangible assets, net		360,577			403,846
TOTAL ASSETS	$	2,886,955		$	2,832,461
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	552,691		$	527,924
Accrued employee compensation		237,102			117,680
Accrued professional fees and other		2,157,575			1,955,672
Other current liabilities		9,036,299			7,757,217
Deferred revenue		31,851			37,124
Convertible debt, net of unamortized discounts of $381,223 and $1,536,649, respectively		15,686,451			12,839,813
Other debt, net of unamortized discounts of $16,900 and $0, respectively		1,621,854			1,256,840
Operating lease liability		138,691			132,996
Other related party debt, net of unamortized discounts of $23,646 and $0, respectively		283,804			-
Total current liabilities		29,746,318			24,625,266
LONG TERM LIABILITIES
Long term debt		150,000			150,000
Operating lease liability – long term		202,990			262,569
Deferred revenue		-			3,587
TOTAL LIABILITIES		30,099,308			25,041,422
COMMITMENTS AND CONTINGENCIES (Note 4)		-			-
STOCKHOLDERS’ DEFICIT
Series D Convertible Preferred Stock, $.01 par value; 850 shares authorized; 300 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively (Liquidation value of $300,000)		3			3
Series G Convertible Preferred Stock, $.01 par value; 240,000 shares authorized; 80,570 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		806			806
Series H Convertible Preferred Stock, $.01 par value; 10,000 shares authorized; 10,000 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		100			100
Series H2 Convertible Preferred Stock, $.01 par value; 21 shares authorized; 21 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		-			-
Series J Convertible Preferred Stock, $.01 par value; 6,250 shares authorized; 3,458 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		35			35
Series K Convertible Preferred Stock, $.01 par value; 15,000 shares authorized; 6,880 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		68			68
Series AA Convertible Preferred Stock, $.01 par value; 10,000 shares authorized; 8,645 and 8,649 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		86			87
Preferred Stock
Common stock, $.01 par value; 100,000,000 shares authorized; 10,703,179 and 9,120,526 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		107,033			91,206
Warrants to acquire common stock		31,974,888			31,715,154
Additional paid-in capital		64,746,760			64,261,048
Accumulated deficit		(124,042,132	)		(118,277,468	)
Total stockholders’ deficit		(27,212,353	)		(22,208,961	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,886,955		$	2,832,461

The accompanying notes are an integral part of these unaudited consolidated financial statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Revenue:
Products, services, other	$	498,137		$	608,927		$	978,137		$	1,168,801
Total revenue		498,137			608,927			978,137			1,168,801

Costs and expenses:
Cost of products and services		302,141			286,660			616,504			512,935
Research and development		172,726			256,507			454,315			556,450
Selling and marketing		129,434			92,813			195,896			186,141
General and administrative		795,466			619,286			1,699,351			1,634,716
Total operating costs and expenses		1,399,767			1,255,266			2,966,066			2,890,242

Operating loss		(901,630	)		(646,339	)		(1,987,929	)		(1,721,441	)

Other (expense) income:
Interest expense, net		(1,835,589	)		(3,526,141	)		(4,414,750	)		(8,194,205	)
Unrealized (loss) gain on investment in equity securities		(18,510	)		(134,477	)		628			(242,380	)
Loss on extinguishment of liabilities		(165,277	)		(498,226	)		(755,127	)		(1,223,385	)
Other income		4,668			60,012			1,155			58,653
Total other expense		(2,014,708	)		(4,098,832	)		(5,168,094	)		(9,601,317	)

Net loss		(2,916,338	)		(4,745,171	)		(7,156,023	)		(11,322,758	)
Deemed dividends on beneficial conversion feature		-			-			-			(57,884	)
Preferred stock dividends		(431,708	)		(404,171	)		(863,857	)		(807,386	)
Net loss attributable to common stockholders	$	(3,348,046	)	$	(5,149,342	)	$	(8,019,880	)	$	(12,188,028	)
Basic and diluted net loss per share attributable to common stockholders	$	(0.32	)	$	(0.90	)	$	(0.80	)	$	(2.29	)

Weighted average common stock shares outstanding used in the basic and diluted net loss per share calculation		10,462,520			5,748,711			10,029,068			5,312,172

The accompanying notes are an integral part of these unaudited consolidated financial statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		1			2
	For the Six Months Ended
	June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,156,023	)	$	(11,322,758	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on loan forgiveness		(10,000	)		(367,039	)
Non-cash lease expense		53,884			31,624
Common stock and warrants issued for interest and extension fees		1,561,973			4,054,749
Depreciation and amortization		62,207			56,291
Accretion of interest and amortization of debt discount		1,457,204			3,909,024
Loss on extinguishment of accrued liabilities and debt		755,127			-
Stock-based compensation expense		96,557			124,695
(Gain) loss on investment in equity securities		(628	)		242,380
Common stock and warrants issued for services		185,261			238,512
Changes in operating assets and liabilities:
Accounts receivable		(162,050	)		(498,538	)
Inventories		(208,122	)		100,672
Prepaid expenses and other assets		194,363			95,775
Accounts payable		24,767			(143,110	)
Accrued employee compensation		119,422			2,932
Operating lease liability		(53,884	)		(31,624	)
Deferred revenue and other accrued expenses		1,081,750			1,415,688
Net cash used in operating activities		(1,998,192	)		(2,090,727	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property plant and equipment		(4,890	)		(3,962	)
Net cash used in investing activities		(4,890	)		(3,962	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from Series AA Convertible Preferred Stock		-			100,000
Proceeds from stock option exercises		17,443			14,773
Net proceeds from convertible debt		2,209,750			2,598,250
Net proceeds from non-convertible debt – third party		1,288,100			1,183,188
Net proceeds from non-convertible debt – related party		464,500			171,600
Payments on convertible debt		(865,367	)		(1,200,996	)
Payments on non-convertible debt – related party		(209,000	)		(153,000	)
Payments on non-convertible debt – third party		(913,086	)	`	(591,041	)
Net cash provided by financing activities		1,992,340			2,122,774

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(10,742	)		28,085
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		132,311			18,540
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	121,569		$	46,625

SUPPLEMENTAL INFORMATION
Interest paid in cash	$	515,210		$	383,403
NON CASH TRANSACTIONS:
Common stock issued with debt		178,328			112,877
Discount from warrants issued with debt		87,436			1,068,842
Common stock issued in lieu of cash for dividend		215,277			114,298
Early adoption of ASU 2020-06		473,027			-
Preferred stock dividends		863,857			807,386
Conversion of debt and interest into common stock		350,500			349,350
Discount due to beneficial conversion feature		-			566,847
Deemed dividend - beneficial conversion feature		-			57,884
Conversion of preferred stock for common stock		44			-

The accompanying notes are an integral part of these unaudited consolidated financial statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

				1				2				3				4				5				6					7					8		9		10			11			12
	Series D				Series G				Series H				Series H(2)				Series J				Series K				Series AA												Additional						Total
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock						Common Stock				Stock		Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Warrants		Capital			Deficit			Deficit
BALANCE, December 31, 2021		300	$	3		80,570	$	806		10,000	$	100		21	$	-		3,458	$	35		6,880	$	68		8,649		$	87			9,120,526	$	91,206	$	31,715,154	$	64,261,048		$	(118,277,468	)	$	(22,208,961	)
Early adoption of ASU 2020-06		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		(2,728,243	)		2,255,216			(473,027	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		64,483			-			64,483
Series AA Preferred Stock dividend		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		-			(432,149	)		(432,149	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		-		-		-		-		-			-			37,000		370		-		77,330			-			77,700
Issuance of common stock warrants for services		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		39,761		-			-			39,761
Warrants issued for debt extension		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		132,537		-			-			132,537
Common stock issued for debt extension		-		-		-		-		-		-		-		-		-		-		-		-		-			-			214,500		2,145		-		470,755			-			472,900
Conversion of debt and interest for common stock		-		-		-		-		-		-		-		-		-		-		-		-		-			-			140,200		1,402		-		349,098			-			350,500
Issuance of common stock for dividends paid-in-kind		-		-		-		-		-		-		-		-		-		-		-		-		-			-			31,810		318		-		63,938			-			64,256
Issuance of common stock for interest paid-in-kind		-		-		-		-		-		-		-		-		-		-		-		-		-			-			558,100		5,581		-		1,167,877			-			1,173,458
Stock issued with debt		-		-		-		-		-		-		-		-		-		-		-		-		-			-			92,000		920		-		141,560			-			142,480
Warrants issued with debt		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		87,436		-			-			87,436
Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		-			(4,239,685	)		(4,239,685	)
BALANCE, March 31, 2022		300	$	3		80,570	$	806		10,000	$	100		21	$	-		3,458	$	35		6,880	$	68		8,649		$	87			10,194,136	$	101,942	$	31,974,888	$	63,867,846		$	(120,694,086	)	$	(24,748,311	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		32,074			-			32,074
Stock option exercise		-		-		-		-		-		-		-		-		-		-		-		-		-			-			25,279		253		-		17,190			-			17,443
Series AA Preferred Stock dividend		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		-			(431,708	)		(431,708	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		-		-		-		-		-			-			40,000		400		-		67,400			-			67,800
Common stock issued for debt extension		-		-		-		-		-		-		-		-		-		-		-		-		-			-			106,400		1,064		-		190,239			-			191,303
Conversion of preferred stock for common stock		-		-		-		-		-		-		-		-		-		-		-		-		(4	)		(1	)		4,400		44		-		(43	)		-			-
Issuance of common stock for dividends paid-in-kind		-		-		-		-		-		-		-		-		-		-		-		-		-			-			86,464		865		-		150,156			-			151,021
Issuance of common stock for interest paid-in-kind		-		-		-		-		-		-		-		-		-		-		-		-		-			-			224,500		2,245		-		386,270			-			388,515
Stock issued with debt		-		-		-		-		-		-		-		-		-		-		-		-		-			-			22,000		220		-		35,628			-			35,848
Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-			-		-		-		-			(2,916,338	)		(2,916,338	)
BALANCE, June 30, 2022		300	$	3		80,570	$	806		10,000	$	100		21	$	-		3,458	$	35		6,880	$	68