SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2020
PRESSURE BIOSCIENCES, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
14 Norfolk Avenue
South Easton, MA 02375
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
|[ ]||Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on April 29, 2020, Pressure BioSciences, Inc. (the “Company”) entered into a binding letter of intent to merge with Cannaworx, Inc. (the “Binding LOI”). The Binding LOI, as later amended, had a December 31, 2020 deadline for the (i) negotiation of definitive documentation regarding the merger transaction and (ii) exclusivity period with regard to each of the Company and Cannaworx, Inc. (“CWX”) being prohibited from negotiating a controlling interest transaction with any third party.
On December 30, 2020, the Company and CWX entered into the Fourth Amendment to the Binding LOI (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the parties extended the December 31, 2020 deadline to January 31, 2021, on a non-exclusive basis.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by its full text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
|Exhibit No.||Description of Exhibit|
|10.1||Fourth Amendment to Binding Acquisition Letter of Intent by and between Pressure BioSciences, Inc. and Cannaworx, Inc., dated December 30, 2020|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|PRESSURE BIOSCIENCES, INC.|
|Date: December 31, 2020||By:||/s/ Richard T. Schumacher|
|Richard T. Schumacher|
|President and Chief Executive Officer|