UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported) September 25, 2008
PRESSURE
BIOSCIENCES, INC.
(Exact
Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
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0-21615
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04-2652826
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(Commission File Number)
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(IRS Employer Identification No.)
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14 Norfolk Avenue, South Easton, MA
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02375
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(Address
of Principal Executive Offices)
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(Zip Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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(e)
2005
Equity Incentive
Plan
Amendment
On
September 25, 2008, the stockholders of Pressure BioSciences, Inc. (the
“Company”) approved an amendment to the Company’s 2005 Equity Incentive Plan
(“2005 Equity Incentive Plan”), which increased the number of shares of common
stock available for issuance under that plan by 500,000 from 1,000,000 to
1,500,000 shares.
The
description above is a summary of the terms of the amendment to the 2005 Equity
Incentive Plan. This description does not purport to be complete and it is
qualified in its entirety by reference to Amendment No. 1 to the 2005
Equity Incentive Plan, a copy of which is attached to this report as Exhibit
10.1 and is incorporated herein by reference.
In
addition to approving the amendment to the 2005 Equity Incentive Plan, as
described in Item 5.02(e) above, on September 25, 2008, the stockholders of
the
Corporation approved the re-election of Mr. Richard T. Schumacher as a Class
III
Director of the Company to hold office until the 2011 Annual Meeting of
Stockholders and until his successor is duly elected and qualified.
The
stockholders also approved the proposal, for purposes of complying with Nasdaq
Marketplace Rule 4350(i)(1)(D), authorizing the Company to issue, in connection
with one or more capital raising transactions, up to 4,500,000 shares of common
stock (including pursuant to preferred stock, options, warrants, convertible
debt or other securities exercisable for or convertible into common stock),
upon
such terms as the Board of Directors of the Company shall deem to be in the
best
interests of the Company, for an aggregate consideration of not more than
$18,000,000 in cash and at a price not less than 80% of the market price of
the
Company’s common stock at the time of issuance, such issuances of common stock
or other securities exercisable for or convertible into common stock to occur,
if at all, in the three month period commencing with the date of the stockholder
approval.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit
Number
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Exhibit
Description
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10.1
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Amendment
No. 1 to the Pressure BioSciences, Inc. 2005 Equity Incentive
Plan.
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SIGNATURES
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, thereunto
duly authorized.
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Dated:
September 29, 2008
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PRESSURE
BIOSCIENCES, INC.
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By:
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/s/ Edward
H. Myles
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Edward
H. Myles,
Senior
Vice President of Finance and
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Description
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10.1
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Amendment
No. 1 to the Pressure BioSciences, Inc. 2005 Equity Incentive
Plan.
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EXHIBIT
10.1
AMENDMENT
NO. 1
TO
PRESSURE
BIOSCIENCES, INC.
2005
EQUITY INCENTIVE PLAN
The
following amendment to the Pressure BioSciences, Inc. (the “Corporation”) 2005
Equity Incentive Plan (the “Plan”) was approved by the Board of Directors of the
Corporation on July 11, 2008, subject to the approval of the stockholders of
the
Corporation:
1.
Section 3, Paragraph (a) is amended and restated by deleting the first
sentence of this paragraph and replacing it with the following:
“Subject
to adjustment under Section 3(c), the aggregate number of shares of Common
Stock
of the Company (the “Common Stock”) that may be issued pursuant to the Plan is
1,500,000.”
2.
Except
as amended hereby, the 2005 Equity Incentive Plan shall remain in full force
and
effect in accordance with its original terms.
Approved
by the Board of Directors: July 11, 2008
Approved
by Stockholders: September 25, 2008