PREMIER BIOMEDICAL INC (Form: 10-Q, Received: 08/21/2017 17:12:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

o 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: 000-54563

PREMIER BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

27-2635666

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

P.O. Box 25

Jackson Center, PA

16133

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (814) 786-8849

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of August 17, 2017, there were 522,155,037 shares of common stock, $0.00001 par value, issued and outstanding.

PREMIER BIOMEDICAL, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1

Financial Statements.

4

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk.

31

ITEM 4

Controls and Procedures.

31

PART II – OTHER INFORMATION

ITEM 1

Legal Proceedings.

32

ITEM 1A

Risk Factors.

32

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds.

32

ITEM 3

Defaults Upon Senior Securities.

32

ITEM 4

Mine Safety Disclosures.

32

ITEM 5

Other Information.

32

ITEM 6

Exhibits.

33

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

3

Table of Contents

ITEM 1 Financial Statements

PREMIER BIOMEDICAL, INC.

CONDENSED BALANCE SHEETS

June 30,

December 31,

2017

2016

(Unaudited)

ASSETS

Current assets:

Cash

$ 125,341

$ 22,437

Other current assets

141,521

11,430

Total current assets

266,862

33,867

Property and equipment, net

6,603

5,100

Total assets

$ 273,465

$ 38,967

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$ 163,087

$ 220,740

Accounts payable, related parties

53,436

52,489

Accrued interest

-

18,026

Accrued interest, related parties

4,770

3,570

Convertible notes payable, net of discounts of $-0- and $149,456

at June 30, 2017 and December 31, 2016, respectively

-

153,024

Notes payable, related parties

30,000

30,000

Derivative liabilities

6,253,880

221,822

Total current liabilities

6,505,173

699,671

Total liabilities

6,505,173

699,671

Commitments and contingencies

-

-

Stockholders' equity (deficit):

Preferred stock, $0.001 par value, 10,000,000 shares

authorized, 2,000,000 and -0- shares issued and outstanding

at June 30, 2017 and December 31, 2016, respectively

2,000

2,000

Common stock, $0.00001 par value, 1,000,000,000 shares

authorized, 522,155,037 and 304,556,650 shares issued and

outstanding at June 30, 2017 and December 31, 2016, respectively

5,222

3,046

Additional paid in capital

12,902,891

11,899,504

Accumulated deficit

(19,141,821 )

(12,565,254 )

Total stockholders' equity (deficit)

(6,231,708 )

(660,704 )

Total liabilities and stockholders' equity (deficit)

$ 273,465

$ 38,967

See accompanying notes to financial statements.

4

Table of Contents

PREMIER BIOMEDICAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months

For the Six Months

Ended June 30,

Ended June 30,

2017

2016

2017

2016

(Restated)

(Restated)

Revenue

$ -

$ -

$ -

$ -

Operating expenses:

Research and development

-

49,545

-

59,686

General and administrative

40,246

41,981

73,305

91,466

Professional fees

45,609

87,511

86,756

225,959

Total operating expenses

85,855

179,037

160,061

377,111

Net operating loss

(85,855 )

(179,037 )

(160,061 )

(377,111 )

Other income (expense):

Interest expense

(600 )

(235,524 )

(153,347 )

(408,811 )

Other expense

-

(340,647 )

-

(340,647 )

Change in derivative liabilities

(1,161,010 )

(189,191 )

(6,261,101 )

(87,862 )

Equity in losses of investment in joint venture

-

-

(2,058 )

-

Total other income (expense)

(1,161,610 )

(765,362 )

(6,416,506 )

(837,320 )

Net loss

$ (1,247,465 )

$ (944,399 )

$ (6,576,567 )

$ (1,214,431 )

Weighted average number of common shares

outstanding - basic and fully diluted

502,175,015

115,678,161

452,007,980

101,225,723

Net loss per share - basic and fully diluted

$ (0.00 )

$ (0.01 )

$ (0.01 )

$ (0.01 )

See accompanying notes to financial statements.

5

Table of Contents

PREMIER BIOMEDICAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six Months

Ended June 30,

2017

2016

CASH FLOWS FROM OPERATING ACTIVITIES

(Restated)

Net loss

$ (6,576,567 )

$ (1,214,431 )

Adjustments to reconcile net loss

to net cash used in operating activities:

Depreciation

1,191

1,026

Equity in profit of joint venture investment

2,058

-

Change in fair market value of derivative liabilities

6,261,101

87,862

Amortization of debt discounts

149,456

372,563

Stock based compensation, related parties

-

13,014

Stock based compensation

-

75,866

Decrease (increase) in assets:

Other current assets

(130,091 )

(2,379 )

Increase (decrease) in liabilities:

Accounts payable

(57,653 )

(44,562 )

Accounts payable, related parties

947

10,395

Accrued interest

2,691

35,048

Accrued interest, related parties

1,200

1,200

Judgment payable

-

340,647

Net cash used in operating activities

(345,667 )

(323,751 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(2,694 )

(3,536 )

Investment in joint venture

(2,058 )

-

Net cash used in investing activities

(4,752 )

(3,536 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of stock, net of offering costs

435,000

-

Proceeds from sale of stock on equity line of credit

18,323

-

Proceeds from exercise of warrants, related party

-

2,000

Proceeds from convertible notes payable

-

417,500

Repayments of convertible notes payable

-

(89,039 )

Net cash provided by financing activities

453,323

330,461

NET CHANGE IN CASH

102,904

3,174

CASH AT BEGINNING OF PERIOD

22,437

35,414

CASH AT END OF PERIOD

$ 125,341

$ 38,588

SUPPLEMENTAL INFORMATION:

Interest paid

$ -

$ 13,539

Income taxes paid

$ -

$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Value of derivative adjustment due to debt conversions

$ 229,043

$ 110,583

Value of shares issued for conversion of debt

$ 323,197

$ 200,338

Common stock issued for settlement of accounts payable, related party

$ -

$ 13,765

Cashless exercise of common stock warrants, 2,250,000 warrants exercised

$ -

$ 22

See accompanying notes to financial statements.

6

Table of Contents

Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, condensed financial statements of Premier Biomedical, Inc. (“the Company”) have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, these statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these statements be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Equity Method

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in losses of unconsolidated entity” in the Statements of Operations. The Company’s carrying value in an equity method Investee company is typically reflected in the caption “Investment in Joint Venture.” in the Company’s Balance Sheets. As of June 30, 2017, our share of losses from the investee company exceeded our basis, therefore the investment is not currently presented on the balance sheet.

U.S. GAAP considers a change in reporting entity to include “changing specific subsidiaries that make up the group of entities for which consolidated financial statements are presented.” Circumstances may arise where a parent’s controlling financial interest (e.g., generally an ownership interest in excess of 50 percent of the outstanding voting stock) is reduced to a noncontrolling investment that still enables it to exercise significant influence over the operating and financial policies of the investee. A change that results from changed facts and circumstances (such as a partial sale of a subsidiary), where there was only one acceptable method of accounting prior to the change in circumstances (consolidation) and only one acceptable method of accounting after the change (equity method accounting), is not a change in reporting entity and is not be accounted for retrospectively. Accordingly, a change from a controlling interest to a noncontrolling investment accounted for under the equity method is accounted for prospectively from the date of change in control. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Patent Rights and Applications

Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated.

7

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-Based Compensation

Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company’s stock based compensation consisted of the following during the six months ended June 30, 2017 and 2016, respectively:

June 30,

June 30,

2017

2016

Common stock issued for services

$ -

$ 58,800

Warrants issued for services, related parties

-

13,014

Warrants issued for services

-

17,066

Total stock based compensation

$ -

$ 88,880

Revenue Recognition

Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced, other than sales through our joint venture, which our recognized by our joint venture upon shipment of goods, which are paid for at the time of order.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $25,413 and $51,710 for the six months ended June 30, 2017 and 2016, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

8

Table of Contents

Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) . ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company intends to early adopt the ASU in 2017.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

No other new accounting pronouncements, issued or effective during the six months ended June 30, 2017, have had or are expected to have a significant impact on the Company’s financial statements.

9

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $19,141,821, and had negative working capital of ($6,238,311) at June 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Restatement

The Company is restated its December 31, 2015 financial statements and is restating the interim financial statements for the three months ended March 31, 2016, the six months ended June 30, 2016 and nine months ended September 30, 2016 in order to account for embedded derivatives within the Redwood Notes, rather than beneficial conversion feature discounts. The financial statements will be restated prospectively during 2017.

The Company determined that it had not properly recognized embedded derivative liabilities within the Redwood Notes that originated on various dates between December 28, 2015 and May 27, 2016. The Company has recognized a derivative liability in lieu of the previously recognized beneficial conversion feature and the related change in derivative liabilities and amortization of the debt discount expenses have been adjusted to correct this error.

10

Table of Contents

Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The following adjustments were made to the June 30, 2016 Restated Balance Sheet:

PREMIER BIOMEDICAL, INC.

BALANCE SHEET

As Originally

Reported

As Restated

June 30,

June 30,

2016

Adjustments

2016

ASSETS

Current assets:

Cash

$ 38,588

$ -

$ 38,588

Prepaid expenses

11,545

-

11,545

Total current assets

50,133

-

50,133

Property and equipment, net

6,157

-

6,157

Total assets

$ 56,290

$ -

$ 56,290

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$ 143,703

$ -

$ 143,703

Accounts payable, related parties

51,298

-

51,298

Accrued interest

22,079

-

22,079

Accrued interest, related parties

2,370

-

2,370

Judgment payable

340,647

-

340,647

Convertible notes payable, net of discounts of $334,869

210,548

(27,283 )

183,265

Notes payable, related parties

30,000

-

30,000

Derivative liabilities

-

507,352

507,352

Total current liabilities

800,645

480,069

1,280,714

Total liabilities

800,645

480,069

1,280,714

Commitments and contingencies

-

-

-

Stockholders' equity (deficit):

Preferred stock, $0.001 par value, 10,000,000 shares authorized, 2,000,000 shares issued and outstanding

2,000

-

2,000

Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 125,714,852 shares issued and outstanding

1,257

-

1,257

Additional paid in capital

11,167,420

(383,637 )

10,783,783

Accumulated deficit

(11,915,032 )

(96,432 )

(12,011,464 )

Total stockholders' equity (deficit)

(744,355 )

(480,069 )

(1,224,424 )

Total liabilities and stockholders' equity (deficit)

$ 56,290

$ -

$ 56,290

11

Table of Contents

Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The following adjustments were made to the Six Months Ended June 30, 2016 Restated Statement of Operations:

PREMIER BIOMEDICAL, INC.

STATEMENT OF OPERATIONS

As Originally

Reported

As Restated

June 30,

June 30,

2016

Adjustments

2016

Revenue

$ -

$ -

$ -

Operating expenses:

Research and development

59,686

-

59,686

General and administrative

91,466

-

91,466

Professional fees

225,959

-

225,959

Total operating expenses

377,111

-

377,111

Net operating loss

(377,111 )

-

(377,111 )

Other expense:

Interest expense

(419,477 )

10,666

(408,811 )

Other expense

(340,647 )

-

(340,647 )

Change in derivative liabilities

-

(87,862 )

(87,862 )

Total other expenses

(760,124 )

(77,196 )

(837,320 )

Net loss

$ (1,137,235 )

$ (77,196 )

$ (1,214,431 )

12

Table of Contents

Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The following adjustments were made to the Three Months Ended June 30, 2016 Restated Statement of Operations:

PREMIER BIOMEDICAL, INC.

STATEMENT OF OPERATIONS

As Originally

Reported

As Restated

June 30,

June 30,

2016

Adjustments

2016

Revenue

$ -

$ -

$ -

Operating expenses:

Research and development

49,545

-

49,545

General and administrative

41,981

-

41,981

Professional fees

87,511

-

87,511

Total operating expenses

179,037

-

179,037

Net operating loss

(179,037 )

-

(179,037 )

Other expense:

Interest expense

(202,402 )

(33,122 )

(235,524 )

Other expense

(340,647 )

-

(340,647 )

Change in derivative liabilities

-

(189,191 )

(189,191 )

Total other expenses

(543,049 )

(222,313 )

(765,362 )

Net loss

$ (722,086 )

$ (222,313 )

$ (944,399 )

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The following adjustments were made to the June 30, 2016 Restated Statement of Cash Flows:

PREMIER BIOMEDICAL, INC.

STATEMENT OF CASH FLOWS

As Originally

Reported

As Restated

June 30,

June 30,

2016

Adjustments

2016

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (1,137,235 )

$ (77,196 )

$ (1,214,431 )

Adjustments to reconcile net loss

to net cash used in operating activities:

Depreciation

1,026

-

1,026

Change in fair market value of derivative liabilities

-

87,862

87,862

Amortization of debt discounts

383,229

(10,666 )

372,563

Stock based compensation, related parties

13,014

-

13,014

Stock based compensation

75,866

-

75,866

Decrease (increase) in assets:

Prepaid expenses

(2,379 )

-

(2,379 )

Increase (decrease) in liabilities:

Accounts payable

(44,562 )

-

(44,562 )

Accounts payable, related parties

10,395

-

10,395

Accrued interest

35,048

-

35,048

Accrued interest, related parties

1,200

-

1,200

Judgment payable

340,647

-

340,647

Net cash used in operating activities

(323,751 )

-

(323,751 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(3,536 )

-

(3,536 )

Net cash used in investing activities

(3,536 )

-

(3,536 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of warrants, related party

2,000

-

2,000

Proceeds from convertible notes payable

417,500

-

417,500

Repayments from convertible notes payable

(89,039 )

-

(89,039 )

Net cash provided by financing activities

330,461

-

330,461

NET CHANGE IN CASH

3,174

-

3,174

CASH AT BEGINNING OF PERIOD

35,414

-

35,414

CASH AT END OF PERIOD

$ 38,588

$ -

$ 38,588

SUPPLEMENTAL INFORMATION:

Interest paid

$ 13,539

$ -

$ 13,539

Income taxes paid

$ -

$ -

$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Discount on beneficial conversion feature on convertible note

$ 364,220

$ (364,220 )

$ -

Value of debt discounts

$ -

$ 110,583

$ 110,583

Value of shares issued for conversion of debt

$ 200,338

$ -

$ 200,338

Cashless exercise of common stock warrants

$ 22

$ -

$ 22

Common stock issued for settlement of accounts payable

$ 13,765

$ -

$ 13,765

14

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 4 – Related Parties

Other Receivable

The Company advanced a total of $48,778 to its joint venture partner, Premier Biomedical Pain Management Solutions, LLC, as of June 30, 2017. The advance was subsequently repaid on July 5, 2017.

Accounts Payable

The Company owed $46,016 and $46,016 as of June 30, 2017 and December 31, 2016, respectively, to entities owned by the Chairman of the Board of Directors. The amounts are related to patent costs and reimbursable expenses paid by the Chairman on behalf of the Company.

The Company owed $1,192 and $306 as of June 30, 2017 and December 31, 2016, respectively, to the Company’s CEO for reimbursable expenses.

The Company owed $6,228 and $6,167 as of June 30, 2017 and December 31, 2016, respectively, amongst members of the Company’s Board of Directors for reimbursable expenses.

Notes Payable

On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company’s CEO.

On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company’s Chairman of the Board.

On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from one of the Company’s Directors.

Accrued interest of $4,770 was outstanding on these notes as of June 30, 2017.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 5 – Patent Rights and Applications

The Company amortizes its patent rights and applications on a straight line basis over the expected useful technological or economic life of the patents, which is typically 17 years from the legal approval of the patent applications when there is probable future economic benefits associated with the patent. The Company has elected to expense all of their patent rights and application costs due to difficulties associated with having to prove the value of their future economic benefits. All patent applications are currently pending and the Company has no patents that have yet been approved. It is the Company’s policy that it performs reviews of the carrying value of its patent rights and applications on an annual basis.

On March 4, 2015, we entered into a Patent License Agreement (“PLA”) with the University of Texas at El Paso (“UTEP”) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto.

On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, “Anti-CTLA-4 Blockade” (the “Application”) under the definition of “Patent Rights” as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System.

Note 6 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2017 and December 31, 2016, respectively:

Fair Value Measurements at

June 30, 2017

Level 1

Level 2

Level 3

Assets

Cash

$ 125,341

$ -

$ -

Total assets

125,341

-

-

Liabilities

Notes payable, related parties

-

30,000

-

Derivative liabilities

-

-

6,253,880

Total liabilities

-

30,000

6,253,880

$ 125,341

$ (30,000 )

$ (6,253,880 )

Fair Value Measurements at

December 31, 2016

Level 1

Level 2

Level 3

Assets

Cash

$ 22,437

$ -

$ -

Total assets

22,437

-

-

Liabilities

Convertible note payable, net of discounts

-

153,024

-

Notes payable, related parties

30,000

-

Derivative liabilities

-

-

221,822

Total liabilities

-

183,024

221,822

$ 22,437

$ (183,024 )

$ (221,822 )

The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2017 or the year ended December 31, 2016.

Note 7 – Joint Venture

On September 13, 2016, we entered into an operating agreement to form a pain management joint venture company with Advanced Technologies Solutions (ATS), a company based in San Diego, California and owned by Ronald T. LaBorde, a member of our Board of Directors. The joint venture company, Premier Biomedical Pain Management Solutions, LLC, a Nevada limited liability company (PBPMS), will develop and market natural and cannabis-based generalized, neuropathic, and localized pain relief treatment products. We own 50% of PBPMS and ATS owns the other 50%, with 89% of the profits allocated to us and the remaining 11% of profits allocated to ATS. As part of the agreement with ATS, Mr. LaBorde was appointed a member of our Board of Directors.

PBPMS must enter into separate license agreements with us and ATS for the use of technology previously developed by both companies. Intellectual property developed jointly by the parties will be the property of PBPMS. However, ATS and Mr. LaBorde may develop inventions and intellectual property independently from PBPMS, and such inventions and intellectual property will be the sole property of ATS or Mr. LaBorde. Pursuant to the terms of the PBPMS operating agreement, we will tender 1,250,000 warrants, for the purchase of an equal number of shares of our common stock at a strike price of $0.05, pursuant to the license agreement between ATS and PBPMS. As of June 30, 2017, we had not yet executed the license agreement or issued these warrants, and on July 5, 2017, we informed ATS that we have opted to terminate the joint venture company agreement.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Our initial capital contribution to PBPMS was $25,000. ATS will contribute (i) technical, labor, manufacturing information and know-how required to produce the initial product, an extended duration topical pain relief patch; (ii) $5,000 worth of primary ingredients; and (iii) $5,000 worth of other materials to produce the initial prototype pain relief patches.

PBPMS is managed by a board of managers (PBPMS Board). Initially, the PBPMS Board consists of William A. Hartman, our President and Chief Executive Officer and member of our Board of Directors, Ronald T. LaBorde, the Founder of ATS and member of our Board of Directors, Dr. Patricio Reyes, our Chief Technology Officer and member of our Board of Directors, and John Borza, our Vice-President and member of our Board of Directors. Decisions of the PBPMS Board require unanimous approval.

The PBPMS operating agreement is subject to other common terms and ownership transfer restrictions, including a right of first refusal; however, we anticipate signing a more detailed and complete operating agreement to better clarify the terms of the joint venture as summarized above. During the six months ending June 30, 2017, we recognized $2,058 of equity in losses from our investment in the joint venture, and our share of the joint venture’s losses have exceeded our investment.

Note 8 – Other Current Assets

Other current assets included the following as of June 30, 2017 and December 31, 2016, respectively:

June 30,

December 31,

2017

2016

Deposit on inventory purchase

$ 52,100

$ -

Other receivable, related party

48,778

-

Prepaid expenses

17,743

11,430

$ 141,521

$ 11,430

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 9 – Convertible Notes Payable

Convertible notes payable consist of the following at June 30, 2017 and December 31, 2016, respectively:

June 30,

December 31,

2017

2016

On October 10, 2016, the Company issued a 10% interest bearing; unsecured convertible promissory note with a face value of $300,000 (“Seventh Redwood Note”), which matures on October 10, 2017, pursuant to a Warrant Purchase Agreement by and among Redwood Management, LLC, the Company and Typenex. Pursuant to this agreement, Redwood purchased the warrants from Typenex, and Typenex provided a Satisfaction of Judgment and Release of Garnishment to release the Writ of Garnishment Typenex had placed on our transfer agent. Redwood paid installment payments to Typenex in the aggregate amount of $300,000, which were completed on, or about November 10, 2016. The principal and interest of the Seventh Redwood Note is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of (i) 60% of the lowest traded price over the 15 days prior to conversion or (ii) a fixed $0.00005 per share. The note carries liquidated damages of $1,000 per day for failure to provide certificates, and compensation for Buy-In on failure to timely deliver certificates. Principal and interest is due upon default at 50% of the lowest traded price over the previous fifteen (15) days, and an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate per applicable law. This settled the dispute with Typenex. A total of $308,750, consisting of $300,000 of principal and $8,750 of interest, was converted into 135,596,882 shares of common stock on various dates between November 21, 2016 and February 24, 2017.

$ -

$ 275,000

On March 11, 2016, the Company received net proceeds of $90,000 in exchange for a 10% interest bearing; unsecured convertible promissory note with a face value of $105,000 (“Fifth Redwood Note”), which matures on December 11, 2016. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to the greater of (i) 60% of the lowest traded price over the 15 days prior to conversion or (ii) a fixed $0.00005 per share. The note carries liquidated damages of $1,000 per day for failure to provide certificates, and compensation for Buy-In on failure to timely deliver certificates. Principal and interest is due upon default at 50% of the lowest traded price over the previous fifteen (15) days, and an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate per applicable law. A total of $120,517, consisting of $105,000 of principal and $15,517 of interest, was converted into an aggregate of 47,820,025 shares of common stock at various dates between November 8, 2016 and March 13, 2017.

-

27,480

Total convertible notes payable

-

302,480

Less unamortized derivative discounts:

-

149,456

Convertible notes payable

-

153,024

Less: current portion

-

153,024

Convertible notes payable, less current portion

$ -

$ -

The Company recognized interest expense for the six months ended June 30, 2017 and 2016, respectively, as follows:

June 30,

June 30,

2017

2016

Interest on convertible notes

$ 2,691

$ 35,048

Interest on related party loans

1,200

1,200

Amortization of beneficial conversion feature

-

81,648

Amortization of OID

-

20,647

Amortization of loan origination costs

-

44,811

Derivative discounts

149,456

225,457

Total interest expense

$ 153,347

$ 408,811

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 10 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at June 30, 2017 and December 31, 2016, respectively:

June 30,

December 31,

2017

2016

On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company’s CEO.

$ 10,000

$ 10,000

On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company’s Chairman of the Board.

10,000

10,000

On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from one of the Company’s Directors.

10,000

10,000

Total notes payable, related parties

30,000

30,000

Less: current portion

30,000

30,000

Notes payable, related parties, less current portion

$ -

$ -

The Company recorded interest expense in the amount of $1,200 and $1,200 for the six months ended June 30, 2017 and 2016, respectively related to notes payable, related parties.

Note 1 1 – Derivative Liabilities

As discussed in Note 8 under Convertible Notes Payable, the Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $6,253,880 and $221,822 at June 30, 2017 and December 31, 2016, respectively. The change in fair value of the derivative liabilities resulted in a loss of $6,261,101 and a gain of $87,892 for the six months ended June 30, 2017 and 2016, respectively, which has been reported within other expense in the statements of operations. The loss of $6,261,101 for the six months ended June 30, 2017 consisted of a loss of $7,103,444 due to the value attributable to the warrants, a gain of $849,564 in market value of the warrants and a net loss in market value of $7,221 on the convertible notes. The loss of $87,862 for the six months ended June 30, 2016 consisted of a loss of $12,232 due to the value in excess of the face value of the convertible notes and a net loss in market value of $75,630 on the convertible notes.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The following is a summary of changes in the fair market value of the derivative liability during the six months ended June 30, 2017 and the year ended December 31, 2016, respectively:

Derivative

Liability

Total

Balance, December 31, 2015

$ 150,076

Increase in derivative value due to issuances of convertible promissory notes

583,415

Change in fair market value of derivative liabilities due to the mark to market adjustment

13,816

Debt conversions

(525,485 )

Balance, December 31, 2016

$ 221,822

Increase in derivative value due to issuances of warrants

7,103,444

Change in fair market value of derivative liabilities due to the mark to market adjustment

(842,343 )

Debt conversions

(229,043 )

Balance, June 30, 2017

$ 6,253,880

Key inputs and assumptions used to value the convertible debentures and warrants issued during the six months ended June 30, 2017:

· Stock price ranging from $0.0435 to $0.0050 during these periods would fluctuate with projected volatility.

· The notes convert with variable conversion prices and fixed conversion prices (tainted notes).

· An event of default would occur -0-% of the time, increasing 1% per month to a maximum of 20%.

· The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range of 145% - 385%.

· The Company would redeem the notes -0-% of the time, increasing 1% per month to a maximum of 5%.

· All notes are assumed to be extended at maturity by 2 years – the time required to convert out this volume of stock.

· The holders of the securities would automatically convert midway through to maturity on a monthly basis based on ownership and trading volume limitations.

· A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%.

· The monthly trading volume would average $556,020 to $911,155 and would increase at 1% per month.

· The stock price would fluctuate with the Company projected volatility using a random sampling (450,000 iterations for each valuation) from a normal distribution. The stock price of the underlying instrument is modelled such that it follows a geometric Brownian motion with constant drift and volatility.

· The Holder would exercise the warrants after 1 trading day as they become exercisable (at issuance) at target prices of 3 times the projected reset price or higher.

· Reset events were projected to occur by 12/31/17 and 12/31/18 – the reset provision ends 3/30/19 and the option expires 3/30/20.

· The stock price would fluctuate with an annual volatility. The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company and the term remaining in the range 261.86% - 261.99%.

· The Holder would exercise the warrant at maturity 3/30/20 if the stock price was above the reset exercise price.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 12 – Commitments and Contingencies

Collaborative Patent License Agreements

On May 9, 2012, the Company entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, the Company will work jointly with the University to develop a series of research and development programs around its sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas’ campuses. The Company will pay the University’s actual overhead for the projects, plus a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and the Company. The Agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties.

On March 4, 2015, we entered into a Patent License Agreement (PLA) with the University of Texas at El Paso (UTEP) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto.

Note 13 – Changes in Stockholders ’ Equity (Deficit)

Convertible Preferred Stock, Series A

The Company has 10,000,000 authorized shares of Preferred Stock, of which 2,000,000 shares of $0.001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”) have been designated. Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into one (1) fully paid and non-assessable share of Common Stock. Each outstanding share of Series A Preferred Stock is entitled to one hundred (100) votes per share on all matters to which the shareholders of the Corporation are entitled or required to vote. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares sufficient to effect the conversions.

Common Stock

The Company has one billion authorized shares of $0.00001 par value Common Stock, as increased pursuant to an amendment to the articles of incorporation on February 9, 2016.

Securities Purchase Agreement

On March 30, 2017, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) by and between the Company and each of The Special Equities Group, LLC, RDW Capital LLC, and DiamondRock, LLC (each a “Purchaser” and collectively, the “Purchasers”) to sell our common stock and warrants at a fixed price. Pursuant to the Purchase Agreement, we received from the Purchasers an aggregate of $300,000, net of $15,000 of offering costs, in exchange for 40,000,002 shares of our common stock, warrants to purchase up to 40,000,002 shares of our common stock at an exercise price of $0.03 (“Series A Warrants”) and warrants to purchase up to 40,000,002 shares or our common stock at an exercise price of $0.05 (“Series B Warrants”). Both the Series A Warrants and Series B Warrants issued pursuant to the Purchase Agreement are exercisable immediately upon receipt and have a term of three years. In addition, the Purchaser is entitled to a one-time price reset on the purchase price of the common stock of each tranche to the lower of (i) $0.02 or (ii) a 50% discount to the average of the three lowest closing prices in the 20 trading days prior to the reset date, which is the earlier of (i) the 7 month anniversary of the closing of each tranche of this transaction or (ii) 20 trading days after the effectiveness of each tranche. The embedded value in this reset provision is disclosed further in Note 10.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

On May 30, 2017, the Purchasers bought additional shares of our common stock and warrants for $150,000 (the “Second Closing”), in exchange for 30,303,033 shares of our common stock, warrants to purchase up to 30,303,033 shares of our common stock at an exercise price of $0.03 (“Series A Warrants”) and warrants to purchase up to 30,303,033 shares or our common stock at an exercise price of $0.05 (“Series B Warrants”). Both the Series A Warrants and Series B Warrants issued pursuant to the Purchase Agreement are exercisable immediately upon receipt and have a term of three years.

The per share purchase price of the Second Closing was the lesser of (i) $0.02, subject to certain adjustments for stock splits and other similar transactions, or (ii) 50% of the closing price on the trading day immediately prior to the date of sale. The total number of shares to be sold in the Second Closing were determined by dividing the total purchase amount of each closing (i.e., $150,000) by the per share purchase price.

The Purchase Agreement limits each Purchaser to beneficial ownership of our common stock of no more than 9.99%. The Purchasers also have certain anti-dilution rights in the Purchase Agreement for a period of 12 months. These rights allow the Purchasers to exchange their shares of common stock received pursuant to the Purchase Agreement for additional shares on the same terms and conditions of a subsequent financing.

On August 8, 2017, the Company and each of the three Purchasers also entered into exchange agreements whereby the Purchasers exchanged (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “Exchange Securities”) for a $50,000 convertible note (aggregate $150,000) issued by the Company, bearing interest at 8% interest and maturing on November 30, 2017. The notes are convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date.

Registration Rights Agreement

On March 30, 2017, we entered into a Registration Rights Agreement with the Purchasers in connection with the Purchase Agreement. In the Registration Rights Agreement, we agreed to prepare and file a registration statement with the Securities and Exchange Commission covering the resale of all of the shares of common stock sold to the Purchasers and the shares issuable upon exercise of the Series A Warrants and Series B Warrants. We agreed to file an initial registration statement as promptly as possible and have it declared effective no later than June 28, 2017 (or July 28, 2017 if the registration statement was reviewed by the Securities and Exchange Commission) and keep it continuously effective until the securities are sold or may be sold under Rule 144 of the Securities Act without volume or manner-of-sale restrictions. If all of the securities cannot be registered on one registration statement, we agreed to file subsequent registration statements to register the remaining securities as promptly as allowed. The registration statement was subsequently withdrawn on July 24, 2017 and the Purchase Agreement was amended on August 8, 2017 to change the terms of the third closing to an aggregate of $150,000 of convertible notes, bearing interest at 8%, convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date.

Common Stock Issuances for Debt Conversions

On various dates between January 10, 2017 and March 13, 2017, the Company issued a total of 142,148,242 shares of common stock pursuant to the conversion of an aggregate of $323,197, consisting of $302,480 of principal and $20,717 of interest, among the Second, Fifth and Seventh Redwood Notes. The notes were converted in accordance with the conversion terms; therefore no gain or loss has been recognized.

Common Stock Issuances on Stock Purchase Agreement

On February 13, 2017, the Company drew down $8,000 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 2,000,000 shares of common stock pursuant to the Seventh Put Notice.

On January 10, 2017, the Company drew down $10,323 on their Stock Purchase Agreement entered into on May 27, 2016, with Redwood and issued 3,147,110 shares of common stock pursuant to the Sixth Put Notice.

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Premier Biomedical, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 14 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the six months ended June 30, 2017, and the year ended December 31, 2016, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At June 30, 2017, and December 31, 2016, the Company had approximately $4,656,000 and $4,334,000 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

The components of the Company’s deferred tax asset are as follows:

June 30,

December 31,

2017

2016

Deferred tax assets:

Net operating loss carry forwards

$ 1,629,600

$ 1,516,900

Net deferred tax assets before valuation allowance

$ 1,629,600

$ 1,516,900

Less: Valuation allowance

(1,629,600 )

(1,516,900 )

Net deferred tax assets

$ -

$ -

Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at June 30, 2017, and December 31, 2016, respectively.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and state statutory income tax rate to pre-tax loss is as follows:

June 30,

December 31,

2017

2016

Federal and state statutory rate

35 %

35 %

Change in valuation allowance on deferred tax assets

(35

%)

(35%)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Note 15 – Subsequent Events

Convertible Notes Exchanged for Previously Issued Shares of Common Stock and Warrants

On August 8, 2017, the Company and each of the three Purchasers entered into exchange agreements whereby the Purchasers exchanged (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “Exchange Securities”) for a $50,000 convertible note (aggregate $150,000) issued by the Company, bearing interest at 8% interest and maturing on November 30, 2017. The notes are convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date.

Termination of Joint Ventue

On July 5, 2017, we informed Advanced Technologies Solutions (ATS), owned by Ronald T. La Borde, a member of our Board of Directors, that we have opted to terminate the joint venture company agreement.

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ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

We are a research-based company that intends to discover and develop medical treatments for humans. We have a three-fold corporate focus: (i) develop and market pain management products, (ii) develop our proprietary Sequential-Dialysis Technique to target cancer Alzheimer’s disease, ALS, blood sepsis, leukemia and other life-threatening cancers, and (iii) develop our proprietary drug candidate Feldetrex™ , a potential treatment for Multiple Sclerosis, Fibromyalgia, Neuropathic Pain and Traumatic Brain Injury. Our focus recently has been on our pain management products. We are engaged in several discussions to find a suitable partner to work with us on the anti-cancer drug development.

In September 2016, we partnered with Advanced Technologies Solutions (ATS) to develop and market natural and cannabis-based generalized, neuropathic and localized pain relief treatment products through a joint venture, Premier Biomedical Pain Management Solutions (PBPMS). PBPMS developed two new products that were introduced into the market as of February 1, 2017, and PBPMS, made initial sales of these products during the first quarter. However, because we were unable to produce the product at the volumes we desired, we terminated our joint venture with ATS. We recently engaged another manufacturer who we believe can produce our products more efficiently and provide the highest levels of quality control.

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We are working with Amazon to further expand the sales we are getting from our website, www.painreliefmeds.com. In addition to online sales, we have also established a distribution network consisting of three pharmacies and three chiropractic clinics. We expect distribution of these products to grow rapidly as we find other local pharmacies and clinics to distribute our products. With proof of marketability from the initial sales of products, we are seeking to enter into distribution arrangements with several large pharmacy chains that operate in multiple states, and we believe we are close to coming to an agreement with these pharmacy chains.

In addition, we are in the process of negotiating potential partnerships outside the United States to manufacture and market our products worldwide. We expect that these partnerships will make new markets available to us and allow us to rapidly increase our revenues profitability. We hope that through these partnerships our sales will grow rapidly and we will be able to see considerable cost-savings through favorable manufacturing arrangements. In addition to growing the sales of our existing products, we plan to launch at least three new products into the market in 2017.

Initial feedback from our pain management products has been promising. Customers indicate that they were able to achieve pain relief from our products and stop the use of opioid painkillers. Public awareness of the harmful side effects of opioid painkillers has grown significantly, and many states have initiated litigation against drug makers claiming they misrepresented the risks of opioid painkillers. ^{^[1]} As patients seek to cut back their use of opioid painkillers and look for alternatives, we believe demand for our products will see a significant increase. We intend to petition national insurance agencies to urge them to consider covering the use of our all-natural pain relief products as a safe alternative to opioid painkillers.

In the past as we worked through the development of these products, we have relied heavily on financing through various issuances of common stock, warrants and convertible debt. We appreciate the patience of our faithful shareholders during this period as we were determined to develop and market new, ground-breaking products. As we begin to turn the corner and see the first sales being made, we expect to find stockholder-friendly financing solutions in the future that help us expand our operations, avoid dilution of our shareholders and raise our stock prices. For example, new opportunities have allowed us to cancel the equity line financing we had with Redwood Management, LLC, and we have closed a financing that will give us the capital we need to grow our business in the near future. On March 30, 2017, we raised $300,000 from the Selling Shareholders in a sale of stock and warrants. On May 30, 2017 we raised $150,000 from the Selling Shareholders in a sale of stock and warrants. The Selling Shareholders have also committed to invest another $150,000 through convertible notes upon the registration of the common stock underlying the warrants and convertible notes purchased by the investors.

As of the date hereof, with the exception of the convertible notes held by the Selling Shareholders, we have repaid our convertible debt, and we expect to move forward with financing that will be more favorable to investors as we begin to grow our revenues. While we have begun to generate revenues with the products we have launched in the first quarter of 2017, the cash generated by these new products is not yet sufficient to finance our volume ramp-up and planned product introductions. Therefore, we expect to finance the company through the issuance of securities that are more favorable to our current investors, such as issuing warrants with fixed exercise prices above the market price on the date of issuance.

Through 2017, we will continue to market our pain management products and seek a wider distribution network through the negotiation of distribution agreements with large pharmacy chains and international partners.

_______________

1 See Oklahoma Sues Opioid Drugmakers; New Hampshire Presses Epidemic Probe, by Heide Brandes and Nate Raymond, Reuters, available at https://www.reuters.com/article/us-oklahoma-drugs-idUSKBN19L2HJ.

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Going Concern

As a result of our current financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2016 and 2015 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company unless we raise capital by issuing debt or through the sale of our stock. There is no assurance that our cash flow will be adequate to satisfy our operating expenses and capital requirements.

Restatement

The Company restated its December 31, 2015 financial statements and is restating the interim financial statements for the three months ended March 31, 2016, the six months ended June 30, 2016 and nine months ended September 30, 2016 in order to account for embedded derivatives within convertible notes issued to Redwood Management, LLC (the “Redwood Notes”), rather than beneficial conversion feature discounts. The financial statements will be restated prospectively during 2017.

Results of Operations for the Three and Six Months Ended June 30, 2017 and 2016

Introduction

We had no revenues for the three and six months ended June 30, 2017 or June 30, 2016. Our operating expenses were $85,855 and $160,061, respectively, for the three and six months ended June 30, 2017, compared to $179,037 and $377,111, respectively, for the three and six months ended June 30, 2016, a decrease of $93,182 and $217,050, or 52% and 58%, respectively. Our operating expenses consisted mostly of professional fees, and to a lesser extent general and administrative expenses and research and development costs.

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Revenues and Net Operating Loss

Our revenue, operating expenses, net operating loss, and net loss for the three and six months ended June 30, 2017 and 2016 were as follows:

Three Months

Three Months

Six Months

Six Months

June 30,

June 30,

June 30

June 30

2017

2016

2017

2016

Revenue

$ -

$ -

$ -

$ -

Operating expenses:

Research and development

-

49,545

-

59,686

General and administrative

40,246

41,981

73,305

91,466

Professional fees

45,609

87,511

86,756

225,959

Total operating expenses

85,855

179,037

160,061

377,111

Net operating loss

(85,855 )

(179,037 )

(160,061 )

(377,111 )

Other expense

(1,161,610 )

(765,362 )

(6,416,506 )

(837,320 )

Net loss

$ (1,247,465 )

$ (944,399 )

$ (6,576,567 )

$ (1,214,431 )

Revenues

The Company was established on May 10, 2010, and has no revenues to date.

Research and Development

We had no research and development expenses for the three and six months ended June 30, 2017, compared to $49,545 and $59,686 for the three and six months ended June 30, 2016. The expenses decreased because we slowed our efforts when our cash flow would not permit it and as we shifted our focus to our pain management products.

General and Administrative

General and administrative expenses were $40,246 and $73,305, respectively, for the three and six months ended June 30, 2017, compared to $41,981 and $91,466, respectively, for the three and six months ended June 30, 2016, a decrease of $1,735 and $18,161, or 4% and 20%, respectively. The decrease was primarily due to decreased advertising and investor relations expenses.

Professional Fees

Professional fees expense was $45,609 and $86,756, respectively, for the three and six months ended June 30, 2017, compared to $87,511 and $225,959 , respectively, for the three and six months ended June 30, 2016, a decrease of $41,902 and $139,203, or 48% and 62%, respectively. Amounts for the three and six months ended June 30, 2017 consist primarily of legal and, accounting and auditing services. Amounts for the comparable six months ended June 30, 2016 include $88,880 of non-cash stock based compensation paid to consultants and management, $13,014 of amortization expense on warrants issued to officers and directors, $17,066 of amortization expense on warrants issued to consultants and $58,800 of common stock issued for services rendered.

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Net Operating Loss

Net operating loss was $85,855 and $160,061, respectively, for the three and six months ended June 30, 2017, compared to $179,037 and $377,111, respectively, for the three and months ended June 30, 2016, a decrease of $93,182 and $217,050, or 52% and 58%, respectively. Net operating loss decreased, as set forth above, primarily due to a decrease in research and development expenses and compensation related to stock issuances for professional fees.

Other Expense

Other expense was $1,161,610 and $6,416,506, respectively, for the three and six months ended June 30, 2017, compared to $765,362 and $837,320, respectively, for the three and six months ended June 30, 2016, an increase of $396,248 and $5,579,186, or 52% and 666%, respectively. Other expense for the three months ended June 30, 2017 consisted of interest expense of $600 and a loss of $1,161,610 in market value of the warrants. The other expense of $71,958 for the three months ended June 30, 2016 consisted of $235,524 of interest expense, a loss of $189,191 in market value on the convertible notes and a default judgment entered against us of $340,647.

Net Loss

Net loss for the three and six months ended June 30, 2017, was $1,247,465 or ($0.00) per share, and $6,576,567 or ($0.01) per share, respectively, compared to $944,399 or ($0.01) per share, and $1,214,431 or ($0.01) per share, respectively, for the three and six months ended June 30, 2016. Net loss increased, as set forth above, primarily due to increased costs on our derivative liabilities of $6,261,101 on a net basis against the related gain in the comparative period, offset by a decrease in the issuance of stock based compensation and a decrease in research and development expenses.

Liquidity and Capital Resources

Introduction

During the six months ended June 30, 2017, because we did not generate any revenues, we had negative operating cash flows. Our cash on hand as of June 30, 2017 was $125,341, which was derived from the sale of shares of common stock, warrants and convertible promissory notes to investors. Our monthly cash flow burn rate for 2016 was approximately $40,500, and our monthly burn rate through the six months ended June 30, 2017 was approximately $57,600. Although we have moderate short term cash needs, as our operating expenses increase we will face strong medium to long term cash needs. We anticipate that these needs will be satisfied through the issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.

On March 30, 2017, we entered into a Securities Purchase Agreement with three investors and raised $300,000 through the sale of stock and warrants. These same investors purchased $150,000 of common stock and warrants in the second tranche on May 30, 2017. On August 8, 2017, we exchanged convertible notes with the investors for the warrants issued in the first tranche and the common stock issued in the second tranche. We also amended the Securities Purchase Agreement on that date, and within two days of the effective date of a registration statement to register their shares of common stock, the investors will purchase $150,000 of our convertible notes. We expect these sales of common stock, warrants and convertible notes will finance our operations for the next several months as we seek to recognize revenues from our new pain management products.

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Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2017 and December 31, 2016, respectively, are as follows:

June 30,

December 31,

2017

2016

Change

Cash

$ 125,341

$ 22,437

$ 102,904

Total Current Assets

266,862

33,867

130,091

Total Assets

273,465

38,967

234,498

Total Current Liabilities

6,505,173

699,671

5,805,502

Total Liabilities

$ 6,505,173

$ 699,671

$ 5,805,502

Our cash and total current assets increased slightly because we recently completed a sale of common stock, warrants and convertible notes to three investors. Our total current liabilities increased primarily due to the recognition of derivative liabilities related to these investments at June 30, 2017. Our working capital deficit increased from $665,804 to $6,238,311, and our stockholders’ deficit increased by $5,571,004 to $6,231,708.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of June 30, 2017 was $125,341. Based on our lack of revenues and current monthly burn rate of approximately $57,600 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.

Sources and Uses of Cash

Operations

We had net cash used in operating activities of $(345,667) for the six months ended June 30, 2017, compared to $(323,751) for the six months ended June 30, 2016. For the six months ended June 30, 2017, the net cash used in operating activities consisted primarily of our net loss of $(6,576,567), offset primarily by change in fair market value of derivative liabilities of $6,261,101 and amortization of debt discount of $149,456. Our accounts payable decreased by $57,653. For the six months ended June 30, 2016, the net cash used in operating activities consisted primarily of our net loss of $(1,214,431), offset primarily by amortization of debt discount of $372,563, stock based compensation of $88,880, and an increase in judgment payable of $340,647.

Investments

We had $4,752 net cash used in investing activities for the six months ended June 30, 2017, and $3,536 net cash used in investing activities for the six months ended June 30, 2016.

Financing

Our net cash provided by financing activities for the six months ended June 30, 2017 was $453,323, compared to $330,461 for the six months ended June 30, 2016, which consisted primarily of proceeds from the sale of stock of $435,000 and proceeds of $18,323 from sales of stock pursuant to our equity line of credit with Redwood Management, LLC.

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ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

(a) Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of June 30, 2017, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2017, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the three month period ended June 30, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

Except as listed below or previously reported on a Current Report on Form 8-K, we had no unregistered sales of equity securities during the three month period ended June 30, 2017.

On May 30, 2017, we completed the second sale under the Securities Purchase Agreements, dated March 30, 2017. We sold 30,303,033 shares of common stock, 30,303,033 Series A Warrants and 30,303,033 Series B Warrants to The Special Equities Group, LLC, RDW Capital, LLC and DiamondRock, LLC for $150,000.

On August 8, 2017, we entered into Exchange Agreements with The Special Equities Group, LLC, RDW Capital, LLC and DiamondRock, LLC whereby we exchanged convertible notes with an aggregate face value of $150,000 for the following securities previously issued pursuant to the Securities Purchase Agreements, dated March 30, 2017: 30,303,033 shares of common stock, 40,000,002 Series A Warrants and 40,000,002 Series B Warrants.

The issuance of the shares was exempt from registration pursuant to Rule 506 of Regulation D and Section 4(a)(2) under the Securities Act of 1933, as amended. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

ITEM 3 Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4 Mine Safety Disclosures

Not applicable.

ITEM 5 Other Information

None.

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ITEM 6 Exhibits

(a) Exhibits

Exhibit No.

Description of Exhibits

10.1

Form of Exchange Agreement, dated August 4, 2017

10.2

Form of 8% Convertible Promissory Note, dated August 8, 2017

10.3

Amendment No. 1 of the Registration Rights Agreement, dated August 4, 2017

10.4

Amendment No. 1 of the Securities Purchase Agreement, dated August 8, 2017

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1

Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Document

101.DEF

XBRL Definition Linkbase Document

101.LAB

XBRL Labels Linkbase Document

101.PRE

XBRL Presentation Linkbase Document

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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.

Premier Biomedical, Inc.

Dated: August 21, 2017

By:

/s/ William A. Hartman

William A. Hartman

Its:

Chief Executive Officer

EXHIBIT 10.1

EXCHANGE AGREEMENT

This Exchange Agreement (this “ Agreement ”) is entered into on August 8, 2017 by and between Premier Biomedical, Inc., a Nevada corporation (the “ Company ”) and [•] (the “ Shareholder ”). Any capitalized terms not defined herein shall have the meaning given to such term in the Securities Purchase Agreement.

RECITALS

WHEREAS, pursuant to a Securities Purchase Agreement by and between the Company and the Shareholder, dated March 30, 2017 (the “ Securities Purchase Agreement ”), the Shareholder agreed to purchase up to $200,000 of the Company’s securities including shares of common stock, Series A Common Stock Purchase Warrants (“ Series A Warrants ”) and Series B Common Stock Purchase Warrants (“ Series B Warrants ”);

WHEREAS, in accordance with the Securities Purchase Agreement, the First Closing occurred on March 30, 2017 and the Shareholder purchased 13,333,334 shares of the Company’s common stock, 13,333,334 Series A Warrants and 13,333,334 Series B Warrants;

WHEREAS, in accordance with the Securities Purchase Agreement, the Second Closing occurred on May 30, 2017 and the Shareholder purchased 10,101,011 shares of the Company’s common stock, 10,101,011 Series A Warrants and 10,101,011 Series B Warrants; and

WHEREAS, to better facilitate registration of the purchased securities under the Securities Act of 1933, as amended, the Shareholder and the Company now desire to effect the exchange of (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “ Exchange Securities ”) for a convertible note issued by the Company, as set forth in Exhibit A hereto (the “ Convertible Note ”), as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Shareholder hereby agree as follows:

AGREEMENT

1. Exchange of Shares . The Shareholder hereby agrees to exchange the Exchange Securities for the Convertible Note effective upon the Company’s issuance of the Convertible Note to the Shareholder (the “ Note Issuance ”). The Exchange Securities shall be immediately cancelled with no further action by either party upon the effectiveness of the Note Issuance.

Page 1 of 4

2. Representations and Warranties . The Shareholder represents to the Company as of the date hereof that (a) it will acquire the Convertible Note, and the shares of common stock issuable upon exercise of the Convertible Note (the “ Conversion Shares ”), for its account for the purpose of investment and not with a view to the distribution or resale thereof, (b) it has such knowledge and experience in financial and business matters that the Shareholder is capable of evaluating the merits and risks of acquiring the Convertible Note and Conversion Shares, and (c) the Shareholder understands the Convertible Note and Conversion Shares have not been registered under the Securities Act of 1933 or under any other securities law and, therefore, none of the Convertible Note or Conversion Shares can be sold, assigned, transferred, pledged or otherwise disposed of without registration under applicable securities laws or unless an exemption from such registration thereunder is available.

3. Transfer Restrictions . The Convertible Note and Conversion Shares may not be sold, assigned, pledged, hypothecated or otherwise transferred except in accordance with applicable securities laws. The Company shall not be required (a) to transfer on its books any Convertible Note or Conversion Shares that have been sold or otherwise transferred in violation of the foregoing transfer restrictions or (b) to treat as the owner of such Convertible Note or Conversion Shares or to accord the right to vote or make distributions to any purchaser or other transferee to whom such Convertible Note or Conversion Shares shall have been so transferred. The Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

4. Amendment; Waiver . No provision of this Agreement may be amended except by a written instrument signed by both parties. No provision of this Agreement may be waived except by a written instrument signed by the party against which such waiver is to be enforced. Except as expressly provided otherwise in a waiver, no such waiver shall constitute an ongoing or future waiver of any provision of this Agreement.

5. Severability . Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall continue in full force and effect.

6. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages shall be binding originals for all purposes hereunder.

7. Entire Agreement . This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, written or oral, between the parties with respect thereto.

8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of page intentionally left blank, signature page to follow]

Page 2 of 4

IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first set forth above.

“ Company ”

“ Shareholder ”

Premier Biomedical, Inc.,

a Nevada corporation

By:

William A. Hartman

By:

Its:

Chief Executive Officer

Its:

Page 3 of 4

Exhibit A

Convertible Note

Page 4 of 4

EXHIBIT 10.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: August 8, 2017

$50,000

8% CONVERTIBLE PROMISSORY NOTE

DUE NOVEMBER 30, 2017

THIS 8% CONVERTIBLE PROMISSORY NOTE is one of three duly authorized and validly issued 8% Convertible Promissory Notes of Premier Biomedical Inc. (the “ Company ”), having its principal place of business at P.O. Box 31374, El Paso, TX 79930, designated as its 8% Convertible Notes due November 30, 2017 (this Note, the “ Note ” and, collectively with the other Notes of such series, the “ Notes ”).

FOR VALUE RECEIVED, the Company promises to pay, in cash, to [•] or its registered assigns (the “ Holder ”), or shall have paid pursuant to the terms hereunder, the principal sum of $50,000 on November 30, 2017 (the “ Maturity Date ”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:

Section 1 . Definitions . For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchange Agreement and (b) the following terms shall have the following meanings:

“ Alternate Consideration ” shall have the meaning set forth in Section 5(d).

“ Alternative Conversion Price ” means 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date.

Page 1 of 21

“ Bankruptcy Event ” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“ Base Conversion Price ” shall have the meaning set forth in Section 5(b).

“ Beneficial Ownership Limitation ” shall have the meaning set forth in Section 4(d).

“ Buy-In ” shall have the meaning set forth in Section 4(c)(v).

“ Change of Control Transaction ” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (c) above.

“ Conversion ” shall have the meaning ascribed to such term in Section 4.

“ Conversion Date ” shall have the meaning set forth in Section 4(a).

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“ Conversion Price ” shall have the meaning set forth in Section 4(b).

“ Conversion Schedule ” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“ Conversion Shares ” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

“ Dilutive Issuance ” shall have the meaning set forth in Section 5(b).

“ Dilutive Issuance Notice ” shall have the meaning set forth in Section 5(b).

“ DTC ” means the Depository Trust Company.

“ DTC/FAST Program ” means the DTC’s Fast Automated Securities Transfer Program.

“ DWAC Eligible ” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, (b) the Company has been approved (without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, and (d) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

“ Event of Default ” shall have the meaning set forth in Section 6(a).

“ Exchange Agreement ” means the Exchange Agreement, dated as of August 8, 2017 between the Company and the original Holder, as amended, modified or supplemented from time to time in accordance with its terms.

“ Fundamental Transaction ” shall have the meaning set forth in Section 5(d).

“ Late Fees ” shall have the meaning set forth in Section 2(c).

“ Mandatory Default Amount ” means the payment of 130% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“ New York Courts ” shall have the meaning set forth in Section 7(d).

“ Note Register ” shall have the meaning set forth in Section 2(b).

“ Notice of Conversion ” shall have the meaning set forth in Section 4(a).

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“ Original Issue Date ” means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence such Notes.

“ Registration Statement ” means a registration statement covering the resale of the Underlying Shares by each Holder.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Share Delivery Date ” shall have the meaning set forth in Section 4(c)(ii).

“ Successor Entity ” shall have the meaning set forth in Section 5(d).

Section 2 . Interest .

a) Payment of Interest in Cash or Kind . The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 8% per annum, which interest amount shall be guaranteed. All interest payments hereunder will be payable in cash or Common Stock in the Holder’s discretion. Accrued and unpaid interest shall be due and payable on each Conversion Date and on the Maturity Date, or as otherwise set forth herein.

b) Interest Calculations . Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “ Note Register ”).

c) Late Fee . All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 8% per annum or the maximum rate permitted by applicable law (the “ Late Fees ”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

d) Prepayment . At any time upon ten (10) days written notice to the Holder, the Company may prepay any portion of the principal amount of this Note and any accrued and unpaid interest. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Note and interest multiplied by 130%. The Holder may continue to convert the Note from the date notice of the prepayment is given until the date of the prepayment.

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Section 3. Registration of Transfers and Exchanges .

a) Different Denominations . This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b) Investment Representations . This Note has been issued subject to certain investment representations of the original Holder set forth in the Exchange Agreement and may be transferred or exchanged only in compliance with the Exchange Agreement and applicable federal and state securities laws and regulations.

c) Reliance on Note Register . Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4. Conversion .

a) Voluntary Conversion . At any time after the date of this Note, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “ Notice of Conversion ”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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b) Conversion Price . The conversion price (the “ Conversion Price ”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date; provided that, except in the event the Alternative Conversion Price is applicable pursuant to the following sentence, the Conversion Price shall not be lower than $0.00005. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

c) Mechanics of Conversion .

i. Conversion Shares Issuable Upon Conversion of Principal Amount . The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and any accrued and unpaid interest to be converted by (y) the Conversion Price.

ii. Delivery of Certificate Upon Conversion . Not later than three (3) Trading Days after each Conversion Date (the “ Share Delivery Date ”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Exchange Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note, and (B) payment in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in substantially the following form, as appropriate:

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“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

iii. Failure to Deliver Certificates . If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv. Obligation Absolute; Partial Liquidated Damages . The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided , however , that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $500 per Trading Day for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion . In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “ Buy-In ”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

vi. Reservation of Shares Issuable Upon Conversion . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 300% of the Required Minimum for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

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vii. Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

viii. Transfer Taxes and Expenses . The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

d) Holder’s Conversion Limitations . The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61 ^st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

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Section 5 . Certain Adjustments .

a) Stock Dividends and Stock Splits . If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.

b) Subsequent Equity Sales . If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “ Base Conversion Price ” and such issuances, collectively, a “ Dilutive Issuance ”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “ Dilutive Issuance Notice ”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder will be entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

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c) Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Fundamental Transaction . If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Note and the Exchange Agreement in accordance with the provisions of this Section 5(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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e) Calculations . All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

f) Notice to the Holder .

i. Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 6 . Events of Default .

a) “ Event of Default ” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i. any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 3 Trading Days;

ii. the Company shall materially fail to observe or perform any other material covenant or material agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (ix) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or should have become aware of such failure;

iii. a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

iv. any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

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v. the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

vi. the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii. the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or “chilled”;

viii. the Company shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);

ix. the Company does not meet the current public information requirements under Rule 144;

x. the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);

xi. if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;

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xii. if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Significant Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days;

xiii. the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after the date thereof;

xiv. the Company shall fail to maintain sufficient reserved shares pursuant to Section 4(c)(vi); or

xv. any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days.

b) Remedies Upon Event of Default . Subject to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

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Section 7 . Miscellaneous .

a) Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder as set forth in the Exchange Agreement or as appearing on the books of the Company, or such other facsimile number or address as the Holder may specify for such purposes by notice to the Company delivered in accordance with this Section 7(a). Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

b) Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

c) Lost or Mutilated Note . If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

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d) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver . Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

f) Severability . If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

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g) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

h) Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

i) Headings . The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

*********************

(Signature Pages Follow)

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

PREMIER BIOMEDICAL INC.

By:

Name:

William A. Hartman

Title:

President

Facsimile No. for delivery of Notices: _______________

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ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 8% Convertible Promissory Note due November 30, 2017 of Premier Biomedical Inc. (the “ Company ”), into shares of common stock (the “ Common Stock ”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:

Date to Effect Conversion:

Principal Amount of Note to be Converted:

Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue.

Number of shares of Common Stock to be issued:

Signature:

Name:

Delivery Instructions:

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Schedule 1

CONVERSION SCHEDULE

This 8% Convertible Promissory Note due on November 30, 2017 in the original principal amount of $50,000 is issued by Premier Biomedical Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.

Dated:

Date of Conversion

(or for first entry, Original Issue Date)

Amount of Conversion

Aggregate Principal Amount Remaining Subsequent to Conversion

(or original Principal Amount)

Company Attest

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EXHIBIT 10.3

AMENDMENT NO. 1

REGISTRATION RIGHTS AGREEMENT

This First Amendment to the Registration Rights Agreement (this “ Amendment ”) is entered into on August 4, 2017 between Premier Biomedical, Inc., a Nevada corporation (the “ Company ”), and each of the several purchasers signatory hereto (including its successors and assigns, the “ Purchaser ” and collectively with all other purchasers in the same offering, the “ Purchasers ”). Each of the Purchasers and the Company may be referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, the Parties are parties to that certain Registration Rights Agreement with an Effective Date of March 30, 2017 (the “ Agreement ”);

WHEREAS, the Parties desire to amend certain terms of the Agreement as set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Section 2(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

a. First, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and

b. Second, shall reduce Registrable Securities represented by shares of Common Stock issuable upon the conversion of Convertible Notes (applied, in the case that some underlying shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock issuable upon conversion of the Convertible Notes held by such Holders)

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c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.”

2. The definition for “Registrable Securities” in Section 1 is amended and restated as follows:

“ Registrable Securities ” means, as of any date of determination, (a) all Shares, except those Shares issued in the First Closing, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants or Purchase Agreement (in each case, without giving effect to any limitations on exercise or issuance set forth in the Warrants or this Agreement), (d) shares of Common Stock issuable upon conversion of a Convertible Note, (e) the shares of Common Stock issuable upon conversion of the Convertible Note issued to the Purchaser pursuant to that certain Exchange Agreement, dated August 8, 2017, by and between the Company and the Purchaser, and (f) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however , that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Purchaser in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Purchasers (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company.

3. Other than as set forth herein, the terms and conditions of the Agreement shall remain in full force and effect.

[remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first above written.

PURCHASERS :

THE SPECIAL EQUITIES GROUP, LLC

By: /s/ Jon Schechter

Name:

Jon Schechter

Title:
Managing Member

RDW CAPITAL LLC

By:

/s/ John DeNobile

Name:

John DeNobile

Title:

Manager

DIAMOND ROCK, LLC

By:

/s/ Neil B. Rock

Name:

Neil B. Rock

Title:

Member

COMPANY :

PREMIER BIOMEDICAL, INC.

By:

/s/ William A. Hartman

Name:

William A. Hartman

Title:

President

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EXHIBIT 10.4

AMENDMENT NO. 1

SECURITIES PURCHASE AGREEMENT

This First Amendment to the Securities Purchase Agreement (this “ Amendment ”) is entered into on August 8, 2017 between Premier Biomedical, Inc., a Nevada corporation (the “ Company ”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “ Purchaser ” and collectively with all other purchasers in the same offering, the “ Purchasers ”). Each of the Purchasers and the Company may be referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, the Parties are parties to that certain Securities Purchase Agreement with an Effective Date of March 30, 2017 (the “ Agreement ”), as modified by the Addendum to the Agreement entered into on May 24, 2017;

WHEREAS, the Parties desire to amend certain terms of the Agreement as set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Section 2.1(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c) Third Closing . On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“ Convertible Note ”) attached hereto, which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “ Third Closing ”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible Note, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”

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2. Section 2.2(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) On or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following, as applicable:

(i) as to the First Closing, this Agreement duly executed by the Company;

(ii) as to the First Closing, a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto, which opinion shall also opine that, for purposes of Rule 144, the holding period of the Dilution Shares issuable pursuant to Section 4.19 shall be deemed to have commenced on the First Closing Date and as to the Second and Third Closings, a bring-down letter reasonably satisfactory to the Purchasers;

(iii) as to the First Closing and Second Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount, as to the applicable Closing, divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(iv) as to the First Closing and Second Closing, a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares issued on such applicable Closing, with an exercise price equal to $0.03, subject to adjustment therein;

(v) as to the First Closing and Second Closing, a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares issued on such applicable Closing, with an exercise price equal to $0.05, subject to adjustment therein;

(vi) as to each Closing, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(vii) as to the First Closing, the Lock-Up Agreements;

(viii) as to the First Closing, Registration Rights Agreement duly executed by the Company; and

(ix) as to the Third Closing a Convertible Note issued in the name of each Purchaser equal to the Purchaser’s Subscription Amount for the Third Closing.

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3. Section 4.18 of the Agreement is hereby deleted in its entirety and Section 4.18 is reserved. All references to Additional Shares and Section 4.18 are deleted and may be ignored.

4. The definition for “Additional Shares” is deleted from Section 1.1.

5. The definition for “Registrable Securities” in Section 1.1 is amended and restated as follows:

“ Registrable Securities ” means, as of any date of determination, (a) all Shares, except those Shares issued in the First Closing, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants or Purchase Agreement (in each case, without giving effect to any limitations on exercise or issuance set forth in the Warrants or this Agreement), (d) shares of Common Stock issuable upon conversion of a Convertible Note, and (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however , that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Purchaser in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Purchasers (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company.

6. Other than as set forth herein, the terms and conditions of the Agreement shall remain in full force and effect.

[remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to the Securities Purchase Agreement as of the date first above written.

PURCHASERS :

THE SPECIAL EQUITIES GROUP, LLC

By: /s/ Jon Schechter

Name:

Jon Schechter

Title: Managing Member

RDW CAPITAL LLC

By:

/s/ John DeNobile

Name:

John DeNobile

Title:

Manager

DIAMOND ROCK, LLC

By:

/s/ Neil B. Rock

Name:

Neil B. Rock

Title:

Member

COMPANY :

PREMIER BIOMEDICAL, INC.

By:

/s/ William A. Hartman

Name:

William A. Hartman

Title:

President

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EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, William A. Hartman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Premier Biomedical, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 21, 2017

By:

/s/ William A. Hartman

William A. Hartman

Chief Executive Officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Heidi H. Carl, certify that:

Dated: August 21, 2017

By:

/s/ Heidi H. Carl

Heidi H. Carl

Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Premier Biomedical, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, William A. Hartman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 21, 2017

By:

/s/ William A. Hartman

William A. Hartman

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Premier Biomedical, Inc., and will be retained by Premier Biomedical, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Premier Biomedical, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Heidi H. Carl, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

Dated: August 21, 2017

By:

/s/ Heidi H. Carl

Heidi H. Carl

Chief Financial Officer

Nevada		27-2635666
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 25 Jackson Center, PA		16133
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

PART I – FINANCIAL INFORMATION

ITEM 1	Financial Statements.	4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk.	31

ITEM 4	Controls and Procedures.	31

PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings.	32

ITEM 1A	Risk Factors.	32

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds.	32

ITEM 3	Defaults Upon Senior Securities.	32

ITEM 4	Mine Safety Disclosures.	32

ITEM 5	Other Information.	32

ITEM 6	Exhibits.	33

PREMIER BIOMEDICAL, INC.
CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS
Current assets:
Cash	$	125,341		$	22,437
Other current assets		141,521			11,430
Total current assets		266,862			33,867

Property and equipment, net		6,603			5,100

Total assets	$	273,465		$	38,967

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	163,087		$	220,740
Accounts payable, related parties		53,436			52,489
Accrued interest		-			18,026
Accrued interest, related parties		4,770			3,570
Convertible notes payable, net of discounts of $-0- and $149,456
at June 30, 2017 and December 31, 2016, respectively		-			153,024
Notes payable, related parties		30,000			30,000
Derivative liabilities		6,253,880			221,822
Total current liabilities		6,505,173			699,671

Total liabilities		6,505,173			699,671

Commitments and contingencies		-			-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 2,000,000 and -0- shares issued and outstanding
at June 30, 2017 and December 31, 2016, respectively		2,000			2,000
Common stock, $0.00001 par value, 1,000,000,000 shares
authorized, 522,155,037 and 304,556,650 shares issued and
outstanding at June 30, 2017 and December 31, 2016, respectively		5,222			3,046
Additional paid in capital		12,902,891			11,899,504
Accumulated deficit		(19,141,821	)		(12,565,254	)
Total stockholders' equity (deficit)		(6,231,708	)		(660,704	)

Total liabilities and stockholders' equity (deficit)	$	273,465		$	38,967

PREMIER BIOMEDICAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2017			2016			2017			2016
				(Restated)						(Restated)
Revenue	$	-		$	-		$	-		$	-

Operating expenses:
Research and development		-			49,545			-			59,686
General and administrative		40,246			41,981			73,305			91,466
Professional fees		45,609			87,511			86,756			225,959
Total operating expenses		85,855			179,037			160,061			377,111

Net operating loss		(85,855	)		(179,037	)		(160,061	)		(377,111	)

Other income (expense):
Interest expense		(600	)		(235,524	)		(153,347	)		(408,811	)
Other expense		-			(340,647	)		-			(340,647	)
Change in derivative liabilities		(1,161,010	)		(189,191	)		(6,261,101	)		(87,862	)
Equity in losses of investment in joint venture		-			-			(2,058	)		-
Total other income (expense)		(1,161,610	)		(765,362	)		(6,416,506	)		(837,320	)

Net loss	$	(1,247,465	)	$	(944,399	)	$	(6,576,567	)	$	(1,214,431	)

Weighted average number of common shares
outstanding - basic and fully diluted		502,175,015			115,678,161			452,007,980			101,225,723

Net loss per share - basic and fully diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

PREMIER BIOMEDICAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Six Months
	Ended June 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES				(Restated)
Net loss	$	(6,576,567	)	$	(1,214,431	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation		1,191			1,026
Equity in profit of joint venture investment		2,058			-
Change in fair market value of derivative liabilities		6,261,101			87,862
Amortization of debt discounts		149,456			372,563
Stock based compensation, related parties		-			13,014
Stock based compensation		-			75,866
Decrease (increase) in assets:
Other current assets		(130,091	)		(2,379	)
Increase (decrease) in liabilities:
Accounts payable		(57,653	)		(44,562	)
Accounts payable, related parties		947			10,395
Accrued interest		2,691			35,048
Accrued interest, related parties		1,200			1,200
Judgment payable		-			340,647
Net cash used in operating activities		(345,667	)		(323,751	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(2,694	)		(3,536	)
Investment in joint venture		(2,058	)		-
Net cash used in investing activities		(4,752	)		(3,536	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock, net of offering costs		435,000			-
Proceeds from sale of stock on equity line of credit		18,323			-
Proceeds from exercise of warrants, related party		-			2,000
Proceeds from convertible notes payable		-			417,500
Repayments of convertible notes payable		-			(89,039	)
Net cash provided by financing activities		453,323			330,461

NET CHANGE IN CASH		102,904			3,174
CASH AT BEGINNING OF PERIOD		22,437			35,414

CASH AT END OF PERIOD	$	125,341		$	38,588

SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	13,539
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Value of derivative adjustment due to debt conversions	$	229,043		$	110,583
Value of shares issued for conversion of debt	$	323,197		$	200,338
Common stock issued for settlement of accounts payable, related party	$	-		$	13,765
Cashless exercise of common stock warrants, 2,250,000 warrants exercised	$	-		$	22

PREMIER BIOMEDICAL, INC.
BALANCE SHEET

	As Originally
	Reported						As Restated
	June 30,						June 30,
	2016			Adjustments			2016
ASSETS

Current assets:
Cash	$	38,588		$	-		$	38,588
Prepaid expenses		11,545			-			11,545
Total current assets		50,133			-			50,133

Property and equipment, net		6,157			-			6,157

Total assets	$	56,290		$	-		$	56,290

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	143,703		$	-		$	143,703
Accounts payable, related parties		51,298			-			51,298
Accrued interest		22,079			-			22,079
Accrued interest, related parties		2,370			-			2,370
Judgment payable		340,647			-			340,647
Convertible notes payable, net of discounts of $334,869		210,548			(27,283	)		183,265
Notes payable, related parties		30,000			-			30,000
Derivative liabilities		-			507,352			507,352
Total current liabilities		800,645			480,069			1,280,714

Total liabilities		800,645			480,069			1,280,714

Commitments and contingencies		-			-			-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 2,000,000 shares issued and outstanding		2,000			-			2,000
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 125,714,852 shares issued and outstanding		1,257			-			1,257
Additional paid in capital		11,167,420			(383,637	)		10,783,783
Accumulated deficit		(11,915,032	)		(96,432	)		(12,011,464	)
Total stockholders' equity (deficit)		(744,355	)		(480,069	)		(1,224,424	)

Total liabilities and stockholders' equity (deficit)	$	56,290		$	-		$	56,290

PREMIER BIOMEDICAL, INC.
STATEMENT OF OPERATIONS

	As Originally
	Reported						As Restated
	June 30,						June 30,
	2016			Adjustments			2016

Revenue	$	-		$	-		$	-

Operating expenses:
Research and development		59,686			-			59,686
General and administrative		91,466			-			91,466
Professional fees		225,959			-			225,959
Total operating expenses		377,111			-			377,111

Net operating loss		(377,111	)		-			(377,111	)

Other expense:
Interest expense		(419,477	)		10,666			(408,811	)
Other expense		(340,647	)		-			(340,647	)
Change in derivative liabilities		-			(87,862	)		(87,862	)
Total other expenses		(760,124	)		(77,196	)		(837,320	)

Net loss	$	(1,137,235	)	$	(77,196	)	$	(1,214,431	)

PREMIER BIOMEDICAL, INC.
STATEMENT OF CASH FLOWS

	As Originally
	Reported						As Restated
	June 30,						June 30,
	2016			Adjustments			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,137,235	)	$	(77,196	)	$	(1,214,431	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation		1,026			-			1,026
Change in fair market value of derivative liabilities		-			87,862			87,862
Amortization of debt discounts		383,229			(10,666	)		372,563
Stock based compensation, related parties		13,014			-			13,014
Stock based compensation		75,866			-			75,866
Decrease (increase) in assets:
Prepaid expenses		(2,379	)		-			(2,379	)
Increase (decrease) in liabilities:
Accounts payable		(44,562	)		-			(44,562	)
Accounts payable, related parties		10,395			-			10,395
Accrued interest		35,048			-			35,048
Accrued interest, related parties		1,200			-			1,200
Judgment payable		340,647			-			340,647
Net cash used in operating activities		(323,751	)		-			(323,751	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(3,536	)		-			(3,536	)
Net cash used in investing activities		(3,536	)		-			(3,536	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of warrants, related party		2,000			-			2,000
Proceeds from convertible notes payable		417,500			-			417,500
Repayments from convertible notes payable		(89,039	)		-			(89,039	)
Net cash provided by financing activities		330,461			-			330,461

NET CHANGE IN CASH		3,174			-			3,174
CASH AT BEGINNING OF PERIOD		35,414			-			35,414

CASH AT END OF PERIOD	$	38,588		$	-		$	38,588

SUPPLEMENTAL INFORMATION:
Interest paid	$	13,539		$	-		$	13,539
Income taxes paid	$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on beneficial conversion feature on convertible note	$	364,220		$	(364,220	)	$	-
Value of debt discounts	$	-		$	110,583		$	110,583
Value of shares issued for conversion of debt	$	200,338		$	-		$	200,338
Cashless exercise of common stock warrants	$	22		$	-		$	22
Common stock issued for settlement of accounts payable	$	13,765		$	-		$	13,765

	Fair Value Measurements at June 30, 2017
	Level 1		Level 2			Level 3
Assets
Cash	$	125,341	$	-		$	-
Total assets		125,341		-			-
Liabilities
Notes payable, related parties		-		30,000			-
Derivative liabilities		-		-			6,253,880
Total liabilities		-		30,000			6,253,880
	$	125,341	$	(30,000	)	$	(6,253,880	)

	Derivative
	Liability
	Total
Balance, December 31, 2015	$	150,076
Increase in derivative value due to issuances of convertible promissory notes		583,415
Change in fair market value of derivative liabilities due to the mark to market adjustment		13,816
Debt conversions		(525,485	)
Balance, December 31, 2016	$	221,822
Increase in derivative value due to issuances of warrants		7,103,444
Change in fair market value of derivative liabilities due to the mark to market adjustment		(842,343	)
Debt conversions		(229,043	)
Balance, June 30, 2017	$	6,253,880

	·	Stock price ranging from $0.0435 to $0.0050 during these periods would fluctuate with projected volatility.
	·	The notes convert with variable conversion prices and fixed conversion prices (tainted notes).
	·	An event of default would occur -0-% of the time, increasing 1% per month to a maximum of 20%.
	·	The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range of 145% - 385%.
	·	The Company would redeem the notes -0-% of the time, increasing 1% per month to a maximum of 5%.
	·	All notes are assumed to be extended at maturity by 2 years – the time required to convert out this volume of stock.
	·	The holders of the securities would automatically convert midway through to maturity on a monthly basis based on ownership and trading volume limitations.
	·	A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%.
	·	The monthly trading volume would average $556,020 to $911,155 and would increase at 1% per month.
	·	The stock price would fluctuate with the Company projected volatility using a random sampling (450,000 iterations for each valuation) from a normal distribution. The stock price of the underlying instrument is modelled such that it follows a geometric Brownian motion with constant drift and volatility.
	·	The Holder would exercise the warrants after 1 trading day as they become exercisable (at issuance) at target prices of 3 times the projected reset price or higher.
	·	Reset events were projected to occur by 12/31/17 and 12/31/18 – the reset provision ends 3/30/19 and the option expires 3/30/20.
	·	The stock price would fluctuate with an annual volatility. The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company and the term remaining in the range 261.86% - 261.99%.
	·	The Holder would exercise the warrant at maturity 3/30/20 if the stock price was above the reset exercise price.

	Three Months			Three Months			Six Months			Six Months
	June 30,			June 30,			June 30			June 30
	2017			2016			2017			2016

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
Research and development		-			49,545			-			59,686
General and administrative		40,246			41,981			73,305			91,466
Professional fees		45,609			87,511			86,756			225,959
Total operating expenses		85,855			179,037			160,061			377,111

Net operating loss		(85,855	)		(179,037	)		(160,061	)		(377,111	)
Other expense		(1,161,610	)		(765,362	)		(6,416,506	)		(837,320	)

Net loss	$	(1,247,465	)	$	(944,399	)	$	(6,576,567	)	$	(1,214,431	)

Exhibit No.		Description of Exhibits

10.1		Form of Exchange Agreement, dated August 4, 2017

10.2		Form of 8% Convertible Promissory Note, dated August 8, 2017

10.3		Amendment No. 1 of the Registration Rights Agreement, dated August 4, 2017

10.4		Amendment No. 1 of the Securities Purchase Agreement, dated August 8, 2017

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

101.LAB		XBRL Labels Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

		Premier Biomedical, Inc.

Dated: August 21, 2017	By:	/s/ William A. Hartman
		William A. Hartman
	Its:	Chief Executive Officer

“ Company ”		“ Shareholder ”

Premier Biomedical, Inc.,
a Nevada corporation



By:	William A. Hartman	By:
Its:	Chief Executive Officer	Its:

	PREMIER BIOMEDICAL INC.

	By:
	Name:	William A. Hartman
	Title:	President
	Facsimile No. for delivery of Notices: _______________

	Date to Effect Conversion:

	Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue.

	Number of shares of Common Stock to be issued:

	Signature:

	Name:

	Delivery Instructions:

Date of Conversion (or for first entry, Original Issue Date)	Amount of Conversion	Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount)	Company Attest

	a.	First, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and

	b.	Second, shall reduce Registrable Securities represented by shares of Common Stock issuable upon the conversion of Convertible Notes (applied, in the case that some underlying shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock issuable upon conversion of the Convertible Notes held by such Holders)

	PURCHASERS :

	THE SPECIAL EQUITIES GROUP, LLC

	By:	/s/ Jon Schechter
	Name:	Jon Schechter
	Title:	Managing Member

	RDW CAPITAL LLC

	By:	/s/ John DeNobile
	Name:	John DeNobile
	Title:	Manager

	DIAMOND ROCK, LLC

	By:	/s/ Neil B. Rock
	Name:	Neil B. Rock
	Title:	Member

	COMPANY :

	PREMIER BIOMEDICAL, INC.

	By:	/s/ William A. Hartman
	Name:	William A. Hartman
	Title:	President

1.	I have reviewed this Quarterly Report on Form 10-Q of Premier Biomedical, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 21, 2017	By:	/s/ Heidi H. Carl
		Heidi H. Carl
		Chief Financial Officer

	(1)	The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.