United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, NE
Washington,
D.C. 20549-6010
Attn:
Mr. Russell Mancusso
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Re:
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Pressure
BioSciences, Inc.
Revised
Preliminary Proxy Statement on Schedule 14A
Filed
August 13, 2008
File
No. 000-21615
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1.
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We
note from your response to prior comment 6 that you agreed to issue
warrants to Emerging Growth Equities. Please clarify how those warrants
will affect the 4,500,000 share and $18,000,000 caps on the authorization
you are seeking.
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2. |
From
the third paragraph on page 25 and your response to prior comment
6 it
appears that you may have pending plans, arrangements or contracts
but
they do not exceed the disclosed Nasdaq triggers requiring shareholder
approval. With a view toward further disclosure, please tell us whether
you would consider approval of the pending proposal to apply to any
pending plans, arrangements or contracts that would, when aggregated
with
subsequent transactions, exceed the triggers.
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3.
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Please
tell us whether your undertaking in response 7 means that you will
distribute a revised proxy statement and resolicit proxies. Cite
all
authority on which you rely.
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4. |
We
understand that the interpretation you cite in response 8 refers
to
Nasdaq’s Staff Interpretative Letter 2002-4. Please tell us how you
confirmed that the letter means that the three-month limit does not
apply
to subsequent exercise or conversion as you state in your
response.
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5. |
We
note your response to prior comment 11; however, because it appears
that
approval of the proposal would provide another readily available
anti-takeover tool, your disclosure seeking approval of the proposal
should inform shareholders of this effect. Therefore, we reissue
the
comment.
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Very
truly yours,
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/s/
Steven R. London
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Steven
R. London
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cc:
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Geoffrey
Kruczek, Esq.
Richard
T. Schumacher, President and Chief Executive Officer, Pressure
BioSciences, Inc.
Edward
H. Myles, Chief Financial Officer, Pressure BioSciences,
Inc.
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